iFresh Inc.
Annual Report 2017

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (mark one)☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 OR ☐ 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. 001-38013 iFresh Inc.(Exact Name of Registrant as Specified in Its Charter) DELAWARE 82-066764(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 2-39 54th AvenueLong Island City, NY(Address of principal executive offices) (718) 628 6200(Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.0001 Per Share NASDAQ Capital Market(Title of Class) (Name of exchange on which registered) Securities Registered Pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐ No ☒ Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes ☐ No ☒ Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or forsuch 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 tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. Seedefinition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐Accelerated Filer ☐Non-Accelerated Filer ☐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 orrevised financial accounting standards provided pursuant to Section 13(a) 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 ☒ The aggregate market value of the 2,466,667 voting and non-voting common equity stock held by non-affiliates of the Registrant was approximately$25,135,337 as of September 30, 2016, the last business day of the Registrant’s most recently completed second fiscal quarter, based on the last sale price ofthe Registrant’s common stock on such date of $10.17 per share. There were a total of 14,123,032 shares of the registrant’s Common Stock, par value $0.0001 per share, outstanding as of June 27, 2017. DOCUMENTS INCORPORATED BY REFERENCE: None.  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements and information relating to iFresh, Inc., that are based on the beliefs of our management as well asassumptions made by and information currently available to us. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,”“plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect ourcurrent view concerning future events and are subject to risks, uncertainties and assumptions, including among many others: a general economic downturn; adownturn in the securities markets; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks,” and other risksand uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materiallyfrom those described in this report as anticipated, estimated or expected. Except as required by law, we assume no obligation to update any forward-lookingstatements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if newinformation becomes available in the future. Important factors that may cause actual results to differ from those projected include the risk factors specifiedabove. Notwithstanding the above, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act expressly state that the safe harbor forforward-looking statements does not apply to companies that issue penny stock. Because we may from time to time be considered as an issuer of penny stock,the safe harbor for forward-looking statements may not apply to us at certain times. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statementsregarding new and existing products and opportunities; statements regarding market and industry segment growth and demand and acceptance of new andexisting products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives ofmanagement for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business inChina; any statements of belief or intention; any of the factors mentioned in the “Risk Factors” section of this Form 10-K; and any statements or assumptionsunderlying any of the foregoing. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should readthis report and the documents that we reference in this report, or that we filed as exhibits to this report, completely and with the understanding that our actualfuture results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results coulddiffer materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. USE OF CERTAIN DEFINED TERMS Except as otherwise indicated by the context, references in this report to: ●“we,”“us,”“iFresh,” “the Company” or “our Company” are references to iFresh Inc. and its subsidiaries; ●“U.S. dollar,”“$” and “US$” are a reference to the legal currency of the United States; ●“SEC” is a reference to the United States Securities and Exchange Commission; ●“Securities Act” is a reference to Securities Act of 1933, as amended; and ●“Exchange Act” is a reference to the Securities Exchange Act of 1934, as amended;  PART I ITEM 1 Business We were formerly a special purpose company incorporated under the laws of the Cayman Islands on September 23, 2014 under the name E-CompassAcquisition Corp. (“E-Compass”) in order to serve as a vehicle for the acquisition of an operating business in the e-commerce and consumer retail industry.On February 10, 2017, pursuant to the terms of a merger agreement, dated as of July 25, 2016 (the “Merger Agreement”), through a series of transactions, wemerged with our wholly owned subsidiary to reincorporate into Delaware and then acquired NYM Holding, Inc.(“NYM”), and as a result, NYM became ourdirect wholly-owned subsidiary (the “Transactions”). As a result of the Transactions, as of immediately after the Transactions, the former stockholders ofNYM own approximately 83.9% of our outstanding common stock and the former stockholders of E-Compass own the remaining 16.1%. The Merger Agreement is described more fully in the sections entitled “The Business Combination Proposal” and “The Acquisition Agreement”beginning at pages 38 and 60, respectively, of the final prospectus contained in the Registration Statement on Form S-4 and definitive proxy statement (the“Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “Commission”) on December 16, 2016 by iFresh and E-Compass,and such description is incorporated herein by reference. Upon the closing of the Transactions, E-Compass’s common stock, rights and units ceased trading and our common stock began trading on theNASDAQ Capital Market under the symbol “IFMK”. Overview and HistoryiFresh, through its wholly owned subsidiary, NYM, is a fast growing Asian/Chinese grocery supermarket chain in the North Eastern U.S. providingfood and other merchandise hard to find in mainstream grocery stores. Since NYM was formed in 1995, it has targeted the Chinese and other Asianpopulations (collectively, the “Asian Americans”) in the U.S. with a deep cultural understanding of its consumers’ unique consumption habits. iFreshcurrently has eight retail supermarkets across New York, Massachusetts and Florida, with over 6,862,000 sales transactions in the fiscal year ended March 31,2017. In addition to retail supermarkets, iFresh operates two in-house wholesale businesses, Strong America Inc. (“Strong America”) and New York MartGroup (“NYMG”), that offer more than 6,000 wholesale products and service to iFresh retail supermarkets and over 1,000 external customers includingwholesale stores, retail supermarkets and restaurants. iFresh has a stable supply of food from farms in New Jersey and Florida, ensuring reliable supplies ofpopular vegetables, fruits and seafood. iFresh’s wholesale businesses and long term relationships with various farms insulate iFresh from supply interruptions,allowing it remain competitive even during difficult markets.Based on management’s cultural understanding of the Asian American market, iFresh aims to satisfy the increasing demands of Asian Americans,whose purchasing power has been growing rapidly, for fresh and unique produce, seafood and other groceries that are not found in mainstream supermarkets,such as produce like Shanghai baby bok choy, snap bean, winter gourd, baby Chinese kale, longyan and lychee; a variety of live seafood such as shrimp,clams, lobster, geoduck, and Alaska king crab; and Chinese special groceries like soy sauce, sesame oil, oyster sauce, bean paste, Sriracha, tofu, noodles anddried mushroom. With an in-house logistics team and strong relationships with farms, iFresh is capable of offering high quality specialty perishables atcompetitive prices. Specialty produce, live seafood and other perishables constituted 60.2% of iFresh’s total sales during the fiscal year ended March 31,2017. iFresh’s business began as Strong America, a wholesale business founded in 1995 in Long Island City, New York. Strong America imported food andgroceries from China and other East Asian countries and sold them to various types of retailers in the New York area. Witnessing the rapid growth of Chineseimmigrants and the potential of this niche market, iFresh opened its first retail supermarket in Chinatown in downtown Manhattan in August 2001. From2001 to 2014, iFresh expanded steadily, hired a bilingual team that grew into midlevel managers, and reshaped itself into a retail supermarket chain featuringexotic Asian food and other items. Since 2001, iFresh opened five stores in Brooklyn, Flushing, Elmhurst and Manhattan’s Chinatown, where the Asian andChinese population is highly concentrated. In 2009, iFresh acquired Ming’s supermarket in Boston, Massachusetts. Observing that the Chinese and Asianpopulation was growing quickly in Florida, iFresh opened its first store in Sunrise, Florida in 2012. In 2013, it acquired Zen Supermarket in Quincy,Massachusetts to better cater to the growing demand in the Greater Boston Area. 2  iFresh currently operates eight retail super markets and two wholesales facilities. iFresh plans to strategically expand along the I-95 corridor andeventually operate super markets in all states on the east coast. iFresh believes that the following characteristics of its business shapes its leadership and success in its industry: ●iFresh provides unique products to meet the demands of the Asian American Market; ●iFresh has established a merchandising system backed by an in-house wholesale business and by long-standing relationships with farms; ●iFresh maintains an in-house cooling system with unique hibernation technology that is has developed over 20 years to preserveperishables, especially produce and seafood; ●iFresh capitalizes on economies of scale, allowing strong negotiating power with upstream vendors, downstream customers and sizablecompetitors; and ●iFresh has a proven and replicable track record of management, operation, acquisition and organic growth. iFresh’s net sales were $130.9 million and $131.2 million for the years ended March 31, 2017 and 2016, respectively. iFresh’s net income was $1.6million for the year ended March 31, 2017, a decrease of $2.0 million, or 57.4%, from $3.6 million for the year ended March 31, 2016. Adjusted EBITDA was$6.2 million for the year ended March 31, 2017, a decrease of $2.2 million, or 25.7%, from $8.4 million for the year ended March 31, 2016. For additionalinformation on Adjusted EBITDA, See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Adjusted EBITDA,” beginning on page 35.In terms of sales by category, perishables, including vegetables, seafood, meat, fruit and hot food (collectively, the “Perishables”), constitutedapproximately 64% of iFresh’s total annual sales during the fiscal year 2017. Within this category, vegetables and seafood constituted 37.3% of overallannual sales and 58.6% of the sales attributed to Perishables. 3  The table and graph below depicts sales of iFresh by category of iFresh for the fiscal year ended March 31, 2017: Figure 1 Sales by Category Industry and Market Analysis Grocery Shopping Habits of Target Market Buy Fresh — Asian Americans, of which Chinese Americans constitute a significant percentage, typically purchase fresh, perishable food, accordingto Nielsen’s Asian-American Consumer 2015 Report1. Unique cooking styles of Asian Americans, such as steaming, wokking and shared hot-pot cooking,require fresh ingredients not commonly found in the U.S. Asian Americans purchase Perishables that are all over-index compared with that of general U.S.population. For example, Asian Americans purchase fresh seafood 50% more frequently than the general market and spend 147% more on the category thannon-Asian Americans in the total U.S. population. Asian Americans purchase fresh vegetables 26% more frequently than non-Asian American consumers andspend 62% more than the total U.S. population. Additionally, Asian Americans purchase fresh fruit 11% more frequently than non-Asian Americans andspend 27% more than the total U.S. population. Consistent with the foregoing, iFresh’s fresh seafood, fresh vegetables and fresh fruit in the aggregatecontributed 38% to iFresh’s total sale as of March 31, 2017. Table 1 Asian-American Consumption of Perishables2 Asian-American Fresh Category Consumption (Index vs. Total Population of 100) $ VolumeIndex PurchasingFrequencyIndex Fresh Fruits 127 111 Fresh Meats 106 103 Prepared Foods 143 115 Takeout 121 102 Fresh Vegetables 162 126 Fresh Poultry 108 103 Fresh Seafood 247 150 1 Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company. 2 Id. at 10. 4  Unique Species and Cuisines — Asian cuisines incorporate many Perishables that are hard to find in traditional U.S. supermarkets. Many cuisinesrequire vegetables not commonly planted in the U.S. or meat not widely used by mass market consumers. The following two examples illustrate theuniqueness in food species and in Asian cuisines: Example 1: Unique vegetables species Vegetables make up the bulk of daily consumption by Asian Americans. Asian American consumers usually buy a variety of vegetables in largequantities. More importantly, Asian American consumers use unique vegetable species such as bitter melons, Chinese yams, vine spinaches, Chinesecabbages and winter melon. Asian Americans therefore value supermarkets that provide fresh vegetable offerings at affordable prices. Example 2: Unique fish species and cooking styles Asian American consumers consume fish not commonly sold in mainstream supermarkets. Unlike many mainstream supermarkets, iFresh offersconsumers live fish in fish tanks and has fish experts readily available to provide fish cleaning services free of charge. In addition, Asian American consumers use many more parts of the fish than do non-Asian American consumers. For example, fish head soup andfish tail soup are two popular dishes that require only the fish head or fish tail as ingredients. Asian Americans also buy live fish and ask fish experts to cutthem in thin slices as an ingredient of boiled fish in hot sauce or fish hot pot. iFresh organizes the seafood section according to the needs of its customers,which iFresh believes not only attracts customers, but effectively boosts sales of seafood. 5  In addition to vegetables and fish, Asian Americans look for the following additional specialty products: Fruits — Mainstream supermarkets rarely have pitaya, longyan, lychee and star fruit available. Such unavailability motivates Asian Americans toshop at Chinese and Asian grocery stores on a regular basis to purchase such specialty fruits. Meat — Mainstream supermarkets generally offer meats in cuts such as cubes, steaks, slices and ribs. However, such supermarkets rarely offer super-thinly sliced hot-pot meat, organ meat or chicken feet. Chinese and Asian cuisines use various kinds of meat for different purposes. Asian specialtysupermarkets such as iFresh understand such Asian cuisines and dietary needs, and fill the market gap in offering hot-pot meat, organ meat, chicken feet andother rare cuts of meat on a regular basis. Snacks, Seasonings and Other — Asian specialty supermarkets offer various snacks, seasonings, cooking utensils and other items not generallyfound in mainstream U.S. supermarkets. Chinese and Asian seasonings and spices include peanut oil, cooking wine, vinegars, dark soy source, black beansauce, pepper oil and chilly oil. More specifically, some seasoning or spice can include sub-types, each of which has its own target customers. For example,people from the north and south part of China usually shop for different type of vinegars. Consequently, we believe that the uniqueness in the shopping habits of iFresh’s target customers evidences the importance of Asian Americanspecialty supermarkets such as iFresh. iFresh’s understanding of Asian American culture and eating habits fill a market gap and distinguishes Asiansupermarkets from mainstream competitors. 6  Growth Potential and Features of Asian/Chinese Americans Fast growing population — According to the Nielsen Asian American 2015 Report, the Asian-American population grew 46% from 2002 to 20.3million people as of 2014. Beginning in 2013, China replaced Mexico as the number one country for recent immigration.3 According to the U.S. censusbureau, as of 2014, the Chinese population was the largest Asian group in the United States with a population of 4.52 million people, almost 1 million overthe Asian-Indian population and accounts for 21.4% of the total Asian-American population4. We believe Chinese Americans will be an increasinglysignificant part of the multicultural majority U.S. population. Fast growing purchasing power — The Nielsen report points that Asian-American population is not only the fastest growing populationdemographic in the U.S., but the Asian American demographic is the demographic with the largest percentage increase in buying power. The buying power ofAsian-Americans was $770 billion in 2014 and is estimated to increase to $1 trillion by 2018.5 In terms of household income for Chinese Americans, theyrecorded a median household income of $67,396,6 which was 31% higher than the U.S. national average of $53,2507, possibly due to their high educationlevel and cultural emphasis on education. With respect to shopping habits, Asian-Americans are 31% more likely than non-Asian Americans to spend morethan $200 a week at the grocery store8, and spend 19% more on food than general market consumers.9 Online prone — According to the Nielsen report, the Asian-American population is young, tech savvy and frequently shops online. AsianAmericans visit digital stores 37% more frequently and spend 22% more monthly than their non-Hispanic white peers.10 We believe that Asian Americans’avid use and adoption of technology illustrates the importance of an online platform, social Media and mobile apps when promoting brand to this specificcustomer group. Concentrated but on the move — Asian and Chinese Americans are most highly concentrated in west and east coast metropolitan areas, but as theneed for a highly educated high-technology workforce increases, suburbs with better work and living environments and schools are attracting a largenumbers of skilled Asian-Americans which encourages “ethnoburbs” of various scales nationwide dominated by non-white ethnic groups. Current Industry Landscape Highly Fragmented and unsophisticated competitors — We consider the markets we participate in to be highly fragmented. There is no recognizedindustry leader nationwide. Most market participants are small players with a single store run by family members catering to the local market11, meaning thatthe bulk of competitors are unsophisticated. Because of this, iFresh believes that most of its competitors are unable to take advantage of economies of scale,modern management, in-house wholesales facilities and logistics which distinguishes iFresh from its competitive peers. Currently a leader on the east coast,iFresh is setting its short term goal to achieve the scale of HMart, the Korean specialty grocery chain operating 51 stores with over $1.5 billion annualrevenue as of 2015. The reality of low market concentration and unsophisticated competitors gives iFresh the opportunity to consolidate the market andcement its dominant market position. 3 P6, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company4 US Census Bureau, 2010 – 2014 American Community Survey, 1 year estimates5 P7, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company6 P39, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company7 P33, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company8 P13, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company9 P8, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company10 P24, Culturally Connected and Forging the Future: The Asian-American Consumer 2015 Report. The Nielsen Company11 P19 IBISWorld Industry Report OD4333: Ethnic Supermarkets, by Andrew Alvarez, November 2015 7  Unsatisfied Customers — As previously mentioned, there are an increasing number of younger Chinese that choose to reside out of traditionalChinese communities for better working, educational and environmental opportunities. However, large-scale comprehensive Chinese groceries tend to existonly in Chinatowns. The weekly shopping for this group of Asian Americans involves either long distance travel or a compromise at local small grocerystores with limited selections and high prices. iFresh will try to meet their demand as well as reshape the market by increasing the number of stores and via itsonline-shopping initiatives. Limited Vendors — Many of the products that stock iFresh’s shelves can rarely be sourced from the typical U.S. vendors. Most vendors of U.S.Chinese and Asian supermarkets are individually owned and small in size. Securing a sufficient and stable supply of core perishables, therefore, is arecognized challenge in this niche market. Observing the challenge and through years of effort, iFresh has established long-standing relationships withseveral large farms. We believe that the relationships with these farms is symbiotic — on one hand, cooperative farms provide iFresh with priority whensupplying core produce popular with Asian American customers; on the other hand, iFresh communicates the latest market trends and customer preference tocooperating farms, ensuring the farms’ produce selection and activities closely target the market demand. Fast Growing Market — The growing population and increasing purchasing power cultivate a promising market prospect in good momentum.According to The US Census Bureau — American Community Survey 2011 – 2015, Chinese population had a growth rate of 17.43% from 2011 to 2015, farbeyond the 3.07% growth rate of US population and even the 8.77% Hispanic population growth rate. New York, New Jersey, Pennsylvania, Florida andMaryland alone have a total Chinese population of 1,139136, making up more than 27.56% of total Chinese American population nationwide. In sum, we see a great opportunity for market consolidation and significant potential for improvement in this market. We believe iFresh has all theright ingredients to address the current market imperfections and we are ready to catch the wave to make iFresh a national leader in the niche market. iFresh’s Business Model iFresh’s business model features a vertically integrated structure covering upstream supply and downstream retail supermarkets. iFresh has its ownwholesale businesses, Strong America and New York Mart Group (“NYMG”), which supply 31% of the items sold in its retail supermarkets with seven self-owned brands, including Family Elephant, Feiyan and Green Acre, and an exclusive distributorship for nine famous foreign brands such as Shuang Deng, A-Sha, Bai Lu and Gu Yue Long Shan. For many years, iFresh has worked with farms that mainly grow Chinese specialty vegetables and fruits and supply themost popular yet hard-to-source vegetables and fruits directly to iFresh supermarkets and maintains long-term and stable relationships with them. iFreshcentralizes purchases through one of its wholesale facilities by making quarterly purchase plans and placing weekly order with farms. The long-termrelationships with farms and the central purchase management system secure its supply of the most popular vegetables and fruits, even though iFresh doesn’thave any long-term contractual relationships with its farm suppliers. Working with its vendors, iFresh can respond to market trends to avoid supplyinterruption in high seasons. iFresh has a diversified vendor base and has established sustainable relationships during its 20-year history in this niche marketsector. iFresh’s two wholesale businesses, Strong America and NYMG, collectively provide more than 6,000 wholesale products and services to iFresh’sretail supermarkets and over 1,000 external customers throughout the United States. Such external customers include, but are not limited to, wholesale stores,retail supermarkets and restaurants. The two wholesale arms have distinct focuses: Strong America mainly provides grocery products and services to iFreshretail store and external supermarkets, while NYMG focuses on supplying fresh perishable items to retail supermarkets. Strong America owns the nineexclusive distributorship rights and iFresh’s ten self-owned brands. Strong America acquired its self-owned brands from third parties and integrated them intoits wholesale catalog. The ten self-owned brands cover rice, noodles, seasonings (including Chinese spices), frozen vegetables, frozen seafood, and frozendumplings, which are all popular daily staples for Chinese and other Asian consumers in the United States. Strong America imports over 2,000 items from allover Asia, with products from mainland China, Thailand and Taiwan making up 95% of its total imports. NYMG serves as an important connection to farmsin New Jersey and Florida, which ensures reliable supplies of popular vegetables, fruits and seafood to iFresh’s retail stores. The two in-house wholesale armsof iFresh not only secure the supply of products for iFresh’s retail business, but also offer significant synergies in iFresh’s operations. 8  Produce and groceries are delivered to iFresh supermarkets in New York, Massachusetts and Florida on a daily basis from iFresh’s wholesalefacilities, farm partners and external vendors as directed by iFresh’s in-house logistics system. iFresh has an 80,000 square foot warehouse in Long IslandCity, New York, which serves as its regional distribution center for imported and frozen products. For live seafood or produce, the in-house logistics teamuses hibernation technology and the cold-chain network to best ensure freshness from farm to shelf. With 8 retail supermarkets in New York, Massachusetts and Florida, mainly in Chinatowns or city centers, and average store sizes over 10,000 squarefeet, iFresh has over 6.8 million annual sales transactions. At the same time, iFresh continues to reach out to the growing Asian American population living insuburban areas through its online shopping and delivery initiative. iFresh also has successfully exported live lobsters to China, which bears the potential toignite the demand of a large market. The graph below depicts iFresh’s business model and its vertically integrated structure: Figure 2 Business Model of iFresh iFresh’s Competitive Strengths Well Recognized Brand in Niche Market iFresh capitalizes on its established brand and reputation in the following respects: i. Benefit from cost efficiency and economies of scale: Unlike many of its direct competitors which are family-owned single stores, iFresh has 8 retail supermarkets. With larger supplies and strong sales,iFresh is often approached by third party vendors and capable of getting competitive prices for a wide range of items. This corporate structure coupled withits wholesale facilities further enables iFresh to best deploy its experienced staff to coordinate stock and to make most use of its infrastructure anddistribution network. 9  ii. Strong negotiation power with vendors and competitors iFresh is often approached by third party vendors and capable of getting competitive price due to its chain store structure and sustainably strong saleperformance. iFresh’s two in-house wholesale facilities are influential in Chinese and Asian goods importing and wholesale industries. At least five ofiFresh’s largest direct competitors are also its clients for imported goods, frozen seafood and other frozen products. Additionally, iFresh’s long-standingrelationship with farms in New Jersey and Florida reduce its reliance on external vendors. We believe the iFresh brand, scale, in-house wholesale facilities andlong-standing relationship with farm partners shaped its negotiation power with vendors and competitors. iii. Developed Infrastructure Unlike many of its competitors, iFresh has its own wholesale channel, Strong America, which has been in the business of importing and exportingChinese and Asian specialty food and groceries for over 20 years. Apart from channel advantages, Strong America specializes in identifying products that arepopular among Asian American consumers but rarely found in mainstream stores. Without multi-layer intermediates, iFresh retail supermarkets set suchproducts at competitive prices, not only securing the supply of popular products, but boosting its operation profitability as well. Furthermore, for mostcommonly needed ingredients like rice, noodles, frozen Chinese and Asian convenience foods, imported snacks and Chinese and Asian seasonings andspices, Strong America established 7 self-owned brands and obtained the exclusive distributorship for 9 famous Chinese brands, as listed in Table 3 andTable 2, respectively. In addition, iFresh has built and maintained relationships with retailers of various sizes. In other words, iFresh’s advantages in marketfamiliarity, established infrastructure, scale, sourcing management capability and well-recognized brand reputation shape a high barrier protecting it fromimmediate impact of new entrants. Track Record in Operation and Expansion i. Record of acquisitions in different locations Since 2009, iFresh successfully acquired three stores, one in New York and two in Massachusetts. iFresh targeted stores in desirable locations,especially under-performers that iFresh could acquire at an advantageous cost. iFresh then utilized its well-developed in-house distribution networks,corporate infrastructure and long-term relationship with farm partners and third party vendors to boost performance. All three acquired stores realizedenhanced and stabilized profit the first year after acquisition. ii. Adoption of scalable small-box format iFresh brands itself as a player in the specialty store sector and adopts the small-box format generally adopted in this sector. We believe the small-box format fits into iFresh’s business model and enables it to boost profitability from structural synergy and efficiency. Compared with iFresh’s mainstream competitors whose average store size normally ranges from 40,000 — 60,000 square feet, the average store sizeof iFresh is approximately 19,000 square feet with average selling space of approximately 14,000 square feet. iFresh’s adoption of small-box model is rootedon its understanding that customers shop with iFresh mainly for unique produce, seafood and groceries that are difficult to find elsewhere. The small-boxformat forces iFresh to focus on products that cover the target customer’s unique needs. In addition, the small-box format ensures flexibility, makes it easierfor iFresh to discontinue individual products and react quickly to market changes. 10  Strong Vendor Management i. Capability to source globally iFresh has global sourcing capability mainly through Strong America and NYMG. In the aggregate, Strong America and NYMG import over 2,000items from all over Asia. The top three importing countries are China, Thailand and Taiwan, making up 95% of total imports. iFresh’s wholesale businessestogether supply 23% of total goods, in which 6% are imported goods, sold in iFresh retail supermarkets at attractive prices. Strong America is also the exclusive distributor of nine famous overseas brands, covering cooking wine, yellow wine, rice noodles, seasonings andspices and snacks. They are all famous daily food staple brands in China and are familiar to iFresh’s target customers. We believe that the exclusivedistributorship strengthens iFresh brand and its negotiation power among current competitors, new market entrants and consumers. The table below lists thedetails of iFresh’s exclusive distributorship: Table 2 Exclusive Distributorship Company Name Trademark Products Exclusive RegionStrong America ShuangDeng(1) Cooking Wine East America, Central andSouth AmericaStrong America Gu Yue Long Shan(2) Yellow Wine North AmericaStrong America Bai Lu(1) Rice Noodles East America, Central andSouth AmericaStrong America Igagoe(3) Soy Sauce East America, Central andSouth AmericaStrong America A-Sha(4) Snacks, Noodles The following states:Alabama, Arkansas,Connecticut, Delaware,Florida, Georgia, Kansas,Louisiana, Maryland,Massachusetts, Mississippi,New Hampshire, New Jersey,New York, North Carolina,Oklahoma, Pennsylvania,Rhode Island, SouthCarolina, Tennessee, Texas,Vermont, Virginia, and WestVirginiaStrong America You Joy(5) Seasonings and spices East Coast of the U.S.,Midwestern U.S. and Centraland South AmericaStrong America Hao Ren Jia(6) Seasonings and spices U.S. East CoastStrong America Da Hong Pao(6) Seasonings and spices U.S. East CoastStrong America Bei Da Huang(7) Beans U.S. East Coast 11  (1)Strong America has an exclusive distribution agreement with Fujian International Trade Development Company, Ltd., which granted Strong Americaexclusive distribution rights for the products registered under the brands of “Shuang Deng” and “Bai Lu” for East America, Central America and SouthAmerica for a period of five years from October 1, 2015 to September 30, 2020. The agreement can be renewed six months before expiration with theconsent of both parties.(2)Strong America entered an exclusive distribution agreement with Zhejiang Gu Yue Long Shan Wine Co., Ltd. since January 1, 2015, which grantedStrong America exclusive distribution rights for the products registered under the brand of “Gu Yue Long Shan” for North America. Under the consent ofboth parties, Strong America is currently the sole distributor of “Gu Yue Long Shan” within the North America Region.(3)Strong America entered into an exclusive distribution agreement with Igagoe Co., Ltd., which granted Strong America exclusive distribution rights forthe products registered under the brand of “Igagoe” for East America, Central America and South America for a period of five years from October 1, 2015to December 31, 2019. The agreement can be renewed six months before expiration with consents of both parties.(4)Strong America has an exclusive distribution agreement with A-Sha Foods USA Co. Inc., which granted Strong America exclusive distribution rights forthe products registered under the brand of “A-Sha” for the following states: Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Kansas,Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, Rhode Island, SouthCarolina, Tennessee, Texas, Vermont, Virginia, and West Virginia. Both parties entered the agreement September 8, 2016. As explicated in theagreement, the current term will end until November 7, 2017.(5)Strong America has an exclusive distribution agreement with Sichuan Youjia Foodstuffs Co., Ltd., which granted Strong America exclusive distributionright for the products registered under the brand of “You Joy” for the East Coast of the U.S., Midwestern U.S. and Central and South America for a periodof five years, from January 1, 2015 till December 31, 2019. The agreement can be renewed six months before expiration with consents of both parties.Strong America agreed to make annual purchase of over RMB 2,200,000 under this agreement.(6)Strong America has an exclusive distribution agreement with Sichuan Teway Food Group Co., Ltd., which granted Strong America exclusive distributionrights for the products registered under the brands of “Hao Ren Jia” and “Da Hong Pao” for the region of East Coast of America for a period of three yearsfrom July 1, 2014 to July 31, 2019. The agreement can be renewed six months before expiration with consents of both parties.(7)Strong America has an exclusive distribution agreement with Beidahuang (Dalian) Ouya International Trade Co., Ltd. (CHINA), which granted StrongAmerica exclusive distribution rights for the products registered under the brands of “Bei Da Huang” for the East Coast of America for a period of oneyear from August 1, 2016 to July 31, 2017. ii. Self-owned brands for target customers at competitive prices Since 2011, Strong America, one of iFresh’s wholesale facilities, established eight brands, covering items such as rice, noodles, Chinese spices andseasonings, frozen vegetables, frozen seafood, and frozen dumplings. They are all popular sellers because they are staples for iFresh’s target customers. iFreshbelieves that these self-owned brands enable it to enjoy competitive sourcing price, protect it from source and sale interruption, and enhance its negotiatingpower with existing competitors and new entrants. Also, iFresh Inc. registered its own name as the brand of the supermarket chain stores. The table belowprovides details regarding iFresh’s self-owned brands. 12  Table 3 Self-owned brands Company Name Trademark Products RegistrationNumber RegisteredTimeStrong America Family elephant Rice and rice products 4839414 10/27/2015Strong America Feiyan Chinese noodles, Chineserice noodles, noodlesvermicelli 3945424 4/12/2011Strong America Green Acre Dried beans, dried fruit andvegetables, frozenvegetables 4933029 4/5/2016Strong America Golden Smell Processed vegetables andfruits; Noodles, seasoning,edible oil and flavoringcombined in unitarypackages; Beautybeverages, namely, fruitjuices and energy drinks 5035326 12/31/2015Strong America Redolent Rice porridge, namely,congee N/A PendingStrong America ShuangDeng/Double LanternBrand Cooking wine N/A PendingStrong America Seastar Frozen seafood and frozenseafood products N/A PendingStrong America Huang DuanXiang 1987 Rice noodles; Chinese ricenoodles (bifun, uncooked) N/A PendingiFresh Inc. I FRESH Supermarkets N/A PendingiFresh Inc. I FRESH Supermarkets N/A Pending Online Grocery Pioneer To satisfy the needs of the growing suburban Chinese population, iFresh started its online shopping and delivery service in January 2016 and hasachieved good growth momentum since then. In May 2016, iFresh launched its mobile App, NYMart, to further enhance the shopping experience for itscustomers. The online shopping and delivery service currently covers New York, New Jersey and Connecticut. The orders placed and sales have witnessed 7.9times and 11.9 times growth, respectively, during its fifteen months of operation. With capital support and experienced personnel in place, iFresh believesthat online shopping and delivery will be a crucial part in iFresh’s future growth strategy. iFresh’s online grocery initiative witnesses an accumulatedtransaction volume of 7,964 and accumulated sales of approximately $675,460 from its commencement of operation to March 31, 2017. Proprietary and in-house Cold Chain System Since Mr. Long Deng established Strong America in 1995, iFresh has strived to build a proprietary cold-chain logistics system which evolved withthe expansion of iFresh. Based on years of experience, iFresh’s logistics team is now capable of delivering frozen goods to more than 20 states in the EasternU.S. using its unique packing and temperature control technology. Live Seafood — All live seafood is collected daily from wharfs or markets at midnight, and immediately distributed via in-house logistics to allretail supermarkets. For different species, iFresh maintains different water temperatures and oxygen density in its tanks and containers. Hibernationtechnology is widely used in the in-house cold-chain system for long distance distribution to best ensure freshness and quality. The hibernation technologyeven enables iFresh to deliver live lobsters to China with an over 95% survival rate. 13  Fruit & Vegetables — iFresh adopts different storage technologies based on characteristics of different fruits and vegetables, the knowledge onlyobtained from years of experience. All vegetables and fruits are delivered and sold on a daily basis, to lower worn rate, lower human cost and keep up thehigh quality. Growth Strategy Historical Growth strategy iFresh grew via two major paths in the past 20-year operation: organic growth and acquisition. The vertically integrated network, steadily growingnew stores and online shopping initiative constituted the 3 pillars for organic growth. As of acquisitions, iFresh was highly selective in its past acquisitionsand had ensured its expansion path was coordinated with its infrastructure construction. Acquisition Record — iFresh has strategically targeted only those locations compatible with its infrastructure. iFresh was able to build its brand within the local Asian and Chinese community and quickly turned distressed stores into profitable assets despitedifferent geographic locations and market conditions. Based on its understanding of the market, iFresh quickly identified the weakness of acquired stores andtook specific actions. For example, prior to acquisition, Ming’s Supermarkets sold mainly imports from China, had high sourcing and operation costs andoffered limited live seafood and produce. After taking it over, iFresh immediately increased its produce and live seafood offerings thanks to its in-houselogistics system and partnership with farms. iFresh’s wholesale subsidiaries also enable iFresh to offer diversified selections, attracting customers not onlyfrom China, but from Korea, Japan, Thailand and other East and Southeast Asian countries. For the Brooklyn store, iFresh identified that high worn-out rateand lack of standardized operation hindered store profitability. After taking it over, iFresh started a 3-month personnel training course for live productmanagement and equipment procedures, which led a significant reduction in wear-and-tear rate from 6% to 1% and an equivalent 5% increase in profitability.A performance related pay system and internal promotion was also introduced to and encouraged in the Brooklyn store to best stimulate staff performance inthe store. iFresh has a record of successful acquisitions. For example: ●In 2009, iFresh acquired Ming’s Supermarket in Boston, Massachusetts and turned Ming’s Supermarket into a subsidiary retailer under iFreshmanagement. The initial acquisition investment and renovation cost was about $2.7 million. NYM increased sales from $8.2 million to $17.0million, or 107.3%, one year after the acquisition. For the year ended March 31, 2017, Ming’s Supermarket recorded net sales of $17.7 millionand Adjusted EBITDA of $1.5 million. ●In 2011, iFresh acquired a store in Brooklyn, New York and operates it as New York Mart 8th Ave, Inc (8th Ave). The initial investment wasabout $1.3 million. After one year under iFresh operation, the store’s annual sales increased from $11.0 million to 18.0 million, or 63.6%. Forthe year ended March 31, 2017, New York Mart 8th Ave, Inc. realized net sales of $18.5 million and Adjusted EBITDA of $1.0 million. ●In 2013, iFresh acquired Zen Mkt Quincy, Inc. (“Zen”) in Quincy, Massachusetts. The acquisition and renovation cost was $0.7 million. Prior tothe Acquisition, the store realized $3.0 million in sales per year and made no profit. After the acquisition, iFresh improved its annual sales andprofitability. Zen’s sales and adjusted EBITDA for the year ended March 31, 2017 were $10.6 million and $0.8 million, respectively. 14  For additional information on Adjusted EBITDA, see the section entitled “Management’s Discussion and Analysis of Financial Condition andResults of Operations — Adjusted EBITDA,” beginning on page 31. Stores Site Selection — For new stores, iFresh has an established procedure to select new stores sites. First, iFresh contacts local real estate brokersand appraisers for demographic reports for a group of locations it is interested in. After reading the reports carefully, it narrows down the alternatives forfurther study. Next, it interviews with a diverse selection of influential local groups, including but not limited to, local Chinese associations, Chinese schoolsand local WeChat12 groups, to better understand local preference in food and grocery shopping. After further narrowing down the alternative sites, the iFreshteam visits the target sites and conducts a field survey on the distribution, density and purchasing preferences of the local Chinese community. The team thenruns systematic comparisons through acquiring cost and return analysis and investment feasibility evaluation on target alternatives, and reaches a conclusionon where to open the new store. Figure 3 Procedure of Store Site Selection Future Growth Prospects iFresh plans to continue its vertically-integrated model and cultivate future growth by opening new stores, acquisition and developing onlinebusiness. Geographically, iFresh plans to first expand along I-95 corridor based on its established logistics system and industry leadership, and thengradually go nationwide. For new stores, iFresh has already been approached by or has approached some targets for the purpose of possible acquisitions.Although it has no definitive agreements in place, iFresh has a detailed expansion plan in place. The current logistics network will also be coordinated tocover the new stores in the most efficient and economical way. In addition, iFresh stores in new locations will serve as distribution centers for its onlineshopping and delivery services to capture the growing Chinese population in large suburban areas. 12 WeChat is a popular social media among Chinese speaking communities. 15  Figure 4 Future Expansion Plan iFresh will continue targeting stores averaging over 10,000 square feet. Based on its experience, iFresh expects that the average investment per storewill be $2 million to $3.0 million and that the conversion period will be about 2 years, which means it will take about 2 years on average for newly acquiredstores to enter into normal sales scale and profitability. In the aggregate, iFresh will need approximately $50 million of capital in addition to its cash flow inplace for the year ended March 31, 2018 to fully execute the physical acquisitions, online platform development and new-store openings in the future. Stores and Operation iFresh offers well-assorted, high-quality and globally-sourced food products in its stores, with a special focus on perishable categories and hard-to-find products important to its target customers. Store Layout We believe that iFresh’s cultural advantage is unique in comparison with its mainstream peers. iFresh’s ability to identify, source, merchandise andmarket differentiated Asian and Chinese products that sharply meet the need of its target customers are critical to its success. Its centralized merchandisingteam rigorously rotates, updates and re-evaluates its existing merchandise offerings and regularly tests new products in retailing stores to excite its customersand to better understand customer preference. iFresh maintains a consistent flow of new products in its stores and keeps its product assortment fresh andrelevant. iFresh plans to use consistent decoration across all stores to emphasis iFresh’s brand and evoke a feeling of trustworthiness and consistent high-quality. It puts special focus on seafood and produce because their price and quality are key determining factors of Chinese or Asian customers’ shoppingexperience. Perishables in aggregate make up approximately 60% of store selling space on average. To optimize usage of available space, iFresh placespopular items such as bok choy, lychee, longyan in most noticeable areas, and prices them competitively to attract customer traffic. The idea is to adopt astandardized product display with flexible arrangements customized to the shopping habits of local consumers. 16  iFresh has a significant focus on perishable product categories which include vegetables, seafood, fruit, meat and prepared foods. In fiscal year endedon March 31, 2017, the perishable categories contributed approximately 64% to iFresh’s total net sales, similar to 60.2% for the year ended March 31, 2016,in alignment with the space occupancy of perishables. The top three sales generators are vegetables, seafood and meat as shown in Table 4 below. iFresh’sfocus on perishables came from its years of research and analysis of target customer’s shopping preferences. This also echoed well with conclusions given inNielsen report that Asian and Chinese Americans prefer to buy fresh and shop for seafood and vegetables most often. With respect to non-perishables, iFresh has over 6,600 grocery products on shelf ranging from cooking utensils, canned foods, Chinese and Asianseasonings and spices, to domestic and imported snacks. With a small-box format, iFresh is highly selective in its grocery offerings and is flexible enough toremove unprofitable or poor-selling items quickly. 95% of iFresh’s imported groceries are sourced from China, Thailand and Taiwan to meet the diversedemand of not only Chinese Americans but targeted customers originated from east and south-east Asia. In fiscal year ended on March 31, 2017, the non-perishable grocery category contributed approximately 36% to iFresh’s total Net Sales and realized a markup of 29% on average for the year ended March 31,2017. The table below depicts the components of net sales and gross margin in detail as of March 31, 2017: Table 4 Contribution of CategoriesCategory Net Sales% Markup% Vegetables 21% 30%Seafood 17% 21%Meat 14% 29%Fruit 10% 25%Hot Food 3% 30%Perishable Total/Average 64% 27% Grocery 36% 29% Management and sale of Perishables Vegetables — All iFresh stores receive deliveries of vegetables every day and are required to sell out all vegetables on daily basis. iFresh discountsits vegetables after 7:00 p.m., which significantly lowers the storage cost and worn-and-torn rate and improves profitability. In addition, to lower the worn-outrate of green-leaf vegetables due to customer rummage, iFresh usually packs and sells such vegetables in bags. iFresh also displays and sells different kinds ofvegetables according to their characteristics. For example, Chinese yams need to be displayed on wood shreds to keep them fresh, while winter melons aretypically sold in pieces due to their large size. Seafood — As an established procedure, in-house merchants of iFresh collect live seafood from wharfs and markets at midnight on a daily basis. Thepurchases are immediately distributed to all retailing stores via iFresh’s in-house cold chain systems in which hibernation technology keeps seafood aliveand ensures their freshness and high-quality. iFresh discounts remaining stock after 7pm, to make space for new deliveries, reduce storage costs and maintainits standard for freshness and quality. Meat— Since iFresh can sell more body parts of an animal than a mainstream grocery store, the sales it generates from a whole pig, chicken or cattleare much higher than that of mainstream groceries, which leads to higher margin in meat and meat products sales. Fruit— Almost all of the iFresh’s unique fruit species are seasonal offerings and the quality and price are decisive to customer traffic during highseason. Financially, the unique fruit species are sold at higher unit prices and generally offer higher profit margins. iFresh benefits from its long-standingrelationship with farm vendors to stay competitive in high seasons and enjoy better sourcing price and higher profit margin from fruit sales. 17  Hot Food — Hot food options vary among iFresh’s different store locations. iFresh provides prepared Chinese cuisines which require specificcooking utensils and are thus not easily made at home by customers, such as Char Siu, qingtuan, roasted duck, roasted goose, as well as an assortment of dimsums. In addition, iFresh adjusts its hot food offerings periodically based on the responses from customers. As a commitment to freshness and quality, allprepared food in iFresh are made and sold on a daily basis. Leftovers are sold at a discount after 7:00 p.m. Pricing Strategy In general, iFresh’s pricing strategy is to provide premium products at reasonable prices. iFresh believes pricing should be based on the quality ofproducts and the shopping experience rather than promotional pricing to drive sales. Its goal is to deliver a sense of value to and foster a relationship of trustwith its target and loyal customers. iFresh adopts different pricing strategies for different food categories. For best sellers such as seafood and core produce such as swimming shrimpand bok choy, iFresh prices competitively and aims to attract consumer traffic. For groceries and dry foods which are usually imported and have a long shelflife, iFresh prices at a premium (average markup of 40%). Due to changes in market conditions and seasonal supply, iFresh’s pricing for seafood and produceare more volatile when compared with other categories. Despite the effects of seasonality, iFresh is able to maintain competitive pricing even in high seasonsthanks to its long-standing relationship with its farm partners. Marketing and advertising iFresh believes its unique offerings, competitive price of popular produce, and word-of–mouth are major drivers of store sales. Apart from word-of-mouth, iFresh advertises using in-store tastings, in-store weekly promotion signage, cooking demonstrations and product sampling. iFresh also promotes itsstores on its official website, uses an electronic newsletter, and/or inserts sales flyers in local Chinese newspapers or magazines on a monthly or weekly basis.iFresh’s online business is marketed mainly on its official website and on WeChat, the most widely-used mobile social app among Chinese immigrations. Asof the fiscal years ended March 31, 2017and 2016, iFresh recognized $533,536 and $572,885 for marketing and advertising expenses, respectively. Overall,iFresh utilized a mixed marketing and advertising methods to enhance iFresh brand and sales, to regularly communicate with its target customers and tostrengthen its ability to market new and differentiated products. Store Staffing and Operations iFresh adopts a systematic approach to support operations and the sustainable development of stores. The comprehensive support includes, but isnot limited to, employee training and scheduling, store design, layout, product sourcing and inventory management systems, especially focusing onperishables. The support enables iFresh to lower worn-and-tear rate, to enhance operating margins and profit and to help build iFresh’s image of a Chinesesupermarket chain committed to freshness and high-quality. Each iFresh retail supermarket is operated with high autonomy. A store manager oversees the general operation and an assistant manager is alsoappointed to assist the supervision. To ensure expertise in management and high quality of offerings, department managers are also appointed by category ateach store. The department managers in each store generally include a vegetable manager, a fruit manager, a seafood manager, a meat manager, a grocerymanager and a hot food manager. Since a department manager shoulders the detailed management for the specific category he or she is in charge of, he or sheis commonly experienced in this category or has been with iFresh for years and exhibited superior performance. As a group, the store manager and storedepartment managers help to ensure the quality of iFresh’s offerings. Competition Food retail is a large and highly competitive industry, but we believe that the market participants in the Chinese supermarket industry, a nichemarket are highly fragmented and immature. Currently, iFresh faces competition from smaller or dispersed competitors focusing on the niche market ofChinese and other Asian consumers. However, with the rapid growth of the Chinese and other Asian population and their consumption power, othercompetitors may also begin operating in this niche market in the future. Those competitors include: (i) national conventional supermarkets, (ii) regionalsupermarkets, (iii) national superstores, (iv) alternative food retailers, (v) local foods stores, (vi) small specialty stores, and (vii) farmers’ markets. 18  The national and regional supermarket chains are experienced in operating multiple store locations, expansion management and have greatermarketing or financial resources than iFresh does. Even though currently they offer only a limited selection of Chinese and Asian specialty foods, they maybe able to devote greater resources to sourcing, promoting and selling their products if they choose to do so. The local food stores and markets are small insize with a deep understanding of local preferences. Their lack of scale results in high risk and limited growth potential. Trademarks and Other Intellectual Property iFresh owns ten self-owned Trademarks: (i) Family Elephant; (ii) Feiyan; (iii) Green Acre; (iv) Golden Smell; (v) Redolent; (vi) Shuangdeng/DoubleLantern Brand; (vii) SeaStar; (viii) Huang Duan Xiang 1987; (ix) I FRESH; and (x) I FRESH. The first four trademarks have been registered with the UnitedStated Patent and Trademark Office, the latter six were filed throughout 2015 and 2017 and are awaiting approval. iFresh’s self-owned trademarks cover riceand rice products and seasonings and spices, as well as assortment of noodles, frozen vegetables, frozen dumplings and frozen seafood. Trademarks aregenerally renewed for a 10-year period. We consider iFresh’s trademarks to be valuable assets that diversify customer’s value alternatives, a useful strategy toenhance profit margins and an important way to establish and protect iFresh brand in a competitive environment. iFresh plans to acquire more brands or even develop NYM-branded products in the near future. iFresh will evaluate the acquisition opportunities ona case by case basis, considering the timing, impact to current products and the product quality. iFresh is not currently in any trademark disputes with anythird party. Insurance iFresh uses insuranc to provide coverage for potential liability for worker’s compensation, automobile and general liability, product liability,director and officers’ liability, employee health care benefits and other casualty and property risks. Changes in legal trends and interpretations, variability ininflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency or insurancecarriers, and changes in discount rates could all affect ultimate settlements of claims. iFresh evaluates its insurance requirements on an ongoing basis toensure it maintains adequate levels of coverage. Properties iFresh’s headquarters has been located in Long Island City since 1999. The head office is leased at current market rate from a real estate company inwhich our Chief Executive Officer, Long Deng, has a significant equity interest. The headquarter and the attached warehouse spaces are located in a desirablearea in New York City’s up and coming Hunters Point neighborhood . The space can be easily rented to or sold to any third party if not used by us. All of ourretail supermarkets lease operating space from various third parties with which we maintain long-term leases averaging approximately 11.9 years. Five of theten current leases have remaining periods of at least 10 years; and the rest five current leases come with a renewal option ranging from 10 to 20 years. NewYork Mart Group rents 20,000 square feet of storage from third parties, while Strong America rents 60,000 square feet of storage from a real estate company inwhich Long Deng, iFresh’s Director, Chief Executive Officer and Chief Operating Officer, has a significant equity and control. 19  The list below details the information related to iFresh’s leases: Table 5 iFresh’s leases Store Name Location Gross Sq.Ft. LeaseStart Lease End RemainingYears RenewalOptionsNew York Mart 8 Ave, Inc. 6023 8th Ave, Brooklyn,NY 11120 15,000 11/1/2011 10/31/2036 19 N/ANew York Mart Roosevelt Inc. 142-41 Roosevelt Ave,Flushing, NY 11354 18,000 6/8/2010 6/7/2040 22 10 yearsNew York Mart East Broadway Inc. 75 East Broadway, NewYork, NY 10002 7,500 12/28/2001 10/31/2024 7 5 yearsNew York Mart Mott St. Inc. 128 Mott Street, New York,NY 10013 12,000 11/1/2010 10/31/2025 8 10 yearsNew York Mart Ave U 2nd Inc. 17-21 Ave U, Brooklyn, NY11229 14,000 5/31/2011 8/31/2028 11 N/AMing’s Supermarket Inc. 1102 Washington Street,Boston,MA 02118 23,356 1/1/2007 12/1/2026 9 10 yearsZen Mkt Quincy, Inc. 733 Hancock St. Quincy,MA 02170 10,000 3/1/2003 6/30/2023 6 10 yearsNew York Mart Sunrise Inc. 10101 Sunset Strop Sunrise,FL 33322 15,033 12/1/2010 11/30/2030 13 20 years Average 14,170 11.9 Strong America Limited 2-39 54th Ave,Long Island City,NY 11101 59,000 5/1/2016 4/30/2026 9 N/AStrong America Limited 2-39 54th Ave,Long Island City,NY 11101 10,886 3/1/2017 9/30/2027 10 Autorenewaleach year(unless 60day notice)New York Mart Group Inc. 55-01 2nd Street, LongIsland City, NY 11101 20,000 3/1/2011 2/28/2021 4 N/ANew York Mart Group Inc. 2-39 54th Ave,Long Island City,NY 11101 14,048 3/1/2017 9/30/2027 10 5 years Employees As of March 31, 2017, we had approximately 480 employees, 435 of whom are full-time employees and the remaining 55 of whom work part-time.We have 60 employees who have worked for it for 10 years or more. Our employees are not unionized nor, to our knowledge, are there any plans for them tounionize. We have never experienced a strike or significant work stoppage. iFresh regards its employee relations to be good. Seasonality As with other participants in the food retail industry, iFresh’s sales are affected by seasonality. First, weekly sales fluctuate throughout the year, withweekends generating more sales over weekdays. Weekends enable customers living further from iFresh’s stores to shop in iFresh’s stores. iFresh also has higher sales in its third fiscal quarter when customers make holiday purchases. In contrast to conventional supermarkets, iFresh’s arenot only affected by U.S. holidays, but by traditional Chinese holidays as well, such as the Spring Festival (in January or February), the Dragon Boat Festival(in June), and the Mid-Autumn Festival (in September or October). Each of the Chinese festivals features a specific traditional food which will bevery popularjust prior to or at the holiday season. Therefore, iFresh observes not only a general sales increase but also a sharp sales increase for that traditional Chinesefood related to the festival. iFresh’s target customers also believe that food in season is the best. Therefore, popular species of vegetables, fruit and seafood change with season.For example, iFresh target customers will look for longyan and lychee in summer but not in winter even if they are on shelf; similarly, customers look forChinese dates and sugar cane in winter but never in summer. The seasonality in both customer demand and supply has a direct impact on iFresh’smerchandising, pricing, sales and profitability. 20  Regulation iFresh operates in multiple states and is subject to federal, state and local laws and regulations in states it operates. Particularly, the jurisdictions inwhich it operates regulate the licensing of supermarkets, the sale of alcoholic beverages and the sale of lotteries. iFresh must comply with provisionsregulating health and sanitation standards, food labeling, licensing for alcoholic beverages and lottery sales. The manufacturing, processing, formulating,packaging, labeling and advertising of product are subject to regulation by various federal agencies including the Food and Drug Administration, the FederalTrade Commission, the United States Department of Agriculture, the Consumer Product Safety Commission and the Environmental Protection Agency. iFreshstores are subject to regular but unscheduled inspections. iFresh stores are also subject to laws governing its relationship with employees including minimumwage requirement, overtime, working conditions, immigration, disabled access and work permit requirements. Certain of iFresh’s parking lots and warehousesand its prepared food sections either have temporary certificates of occupancy or are awaiting certificates of occupancy. In addition, a number of federal, stateand local laws impose requirements or restrictions on business owners with respect to access by disabled persons. iFresh believes that it is in materialcompliance with laws and regulations in each jurisdiction. iFresh’s compliance with these regulations may require additional capital expenditures and couldmaterially adversely affect its ability to conduct business as planned. Legal Proceedings In the ordinary course of our business, we are subject to periodic lawsuits, investigations and claims, including, but not limited to, contractualdisputes, premises claims and employment, environmental, health, safety and intellectual property matters. Although we cannot predict certainty the ultimateresolution of any lawsuits, investigations and claims asserted against it, we do not believe any currently pending legal proceedings to which it is a party willhave a material adverse effect on its business, prospects, financial condition, cash flows or results of operations other than the following: Rent Dispute Ming’s Supermarket, Inc. (“Ming”), the subsidiary of us, is a tenant at a building located at 140–148 East Berkeley Street, Boston, MA (the“Property”), pursuant to a lease dated September 24, 1999 (the “Lease”). The Lease had a 10-year initial term, followed by an option for two additional 10-year terms. Ming has exercised that first option and the Lease has approximately 15 years remaining if the second option is also exercised. The Lease givesMing a right of first refusal on any sale of the building. On February 22, 2015 a sprinkler pipe burst in the Property. This caused the Inspectional Services Department of the City of Boston (“ISD”) toinspect the Property. The ISD found a number of problems which have prevented further use of the Property. The ISD notified both the landlord and thetenant that the Property was originally only permitted for use as an elevator garage, that its use as a warehouse was never permitted, and that a conditional usepermit must be obtained from the City of Boston to make such use lawful. Moreover, the Property was found to have major structural issues requiring repair,as well as repairs being needed to the elevator and outside glass. The result of the ISD’s findings was that Ming was ordered not to use the Property for anypurpose unless and until the structural and other repairs are completed and a permit is granted from the Boston Zoning Board. While the Lease provides that the elevator (approximate repair cost $400,000) and outside glass (approximate repair cost $30,000) are theresponsibility of the tenant, the structural repairs (approximate cost $500,000) are the landlord’s responsibility under the Lease, unless the structural damagewas caused by the tenant’s misuse of the Property. In this regard Ming retained an expert who will testify the structural damage to the building was caused bylong term water infiltration and is not the result of Ming’s activities. Ming initially requested that the landlord perform the structural repairs and indicatedthat upon completion of those repairs, Ming would repair the elevator and the broken glass. In addition, Ming asked the landlord’s cooperation in obtainingthe permit to use the Property as a warehouse. The landlord refused to either perform structural repairs or to cooperate on the permitting. As a result, as of April 2015, Ming stopped paying thelandlord rent because it could not use the Property by order of the ISD. The landlord then sued Ming for breach of the Lease and unpaid rent in the SuperiorCourt of Suffolk County in the State of Massachusetts and Ming counterclaimed for constructive eviction and for damages resulting from the landlord’sbreach of its duty to perform structural repairs under the Lease. It would appear the landlord wishes to use the current circumstances to terminate the lease or to cause Ming to abandon it. The Lease is atconsiderably below market and impairs the landlord’s ability to sell the Property for a high price. The landlord is claiming damages of approximately$470,000 in unpaid rent and additional rent charges under the lease to date, plus for the cost of repairs. Ming is claiming damages in the mount of lost profitsof $20,000 to$30,000 per month resulting from the loss of its warehouse space and for the landlord’s failure to undertake its responsibilities under the lease.Ming’s damages also include loss of the benefit of its below market lease. Ming is also seeking an order of the Court directing the landlord to perform thestructural repairs. The parties have been unable to agree on terms of a settlement and a trial will be needed to resolve this matter. A trial date of July 24, 2017 has beenscheduled. Given the complicated fact pattern and myriad of claims and counterclaims, a reasonable and probable estimate as to the potential exposure, if any,cannot be made at this time. While Ming is vigorously contesting any liability on its part for unpaid rent and believes that it will recover damages against thelandlord due to Ming’s constructive eviction from the Property. The ultimate outcome of this case is uncertain. 21  While discovery is ongoing and no guaranties or predications can be made at this time as to ultimate outcome, the Company believes that the factsand the law are favorable for Ming's as to both its continuing liability for rent and its affirmative claim to recover damages. Trade order dispute A lawsuit has been filed against New York Mart Group, Inc. (”NYMG”), a subsidiary of iFresh, and New Sunshine Group, LLC (“New Sunshine”), bySKKR Trading, LLC (“Plaintiff”) for breach of contract and failure to pay. The plaintiff is seeking from NYMG and New Sunshine for principal damages inthe amount of $116,878 representing the total amount of invoices Plaintiff is claiming pass due, penalty of $256,000 for the past due invoices and attorneycost which was estimated to be $80,000 to $90,000. The Plaintiff claimed that NYMG and New Sunshine failed to pay for a shrimp order. NYMG and New Sunshine have raised various defenses, most ofwhich center on the arguments that NYMG and New Sunshine abandoned the Distribution Agreement and did not order, receive or benefit from the shrimp atissue. Rather, the shrimp was ordered by a tenant of NYMG, Hong Hai, who was a completely separate corporation than NYMG or New Sunshine. The case went to trial on March 12 to15, 2017. On April 17, 2017, the Count ruled in favor of Plaintiff and against NYMG and New Sunshine in theamount of $385,492. NYMG hired a new law firm to appeal the case because it believes that there are new evidences and arguments that NYMG should notbe held responsible for these damages. The appeal process will take approximately one year. During the appeal, NYMG will not be required to pay theamount under the Final Judgment. While discovery is ongoing and no guaranties or predications can be made at this time as to ultimate outcome, the Company and its attorney believea fair estimate of the chance the Company will prevail on the appeal of the Final Judgment is approximately 50%. The principal shareholder of the Company,Mr. Long Deng, made a personal pledge to pay for the entire amount of the damage if the appeal is ruled against NYMG. The Company did not accrue any ofthis potential liability. ITEM 1 A. Risk Factors An investment in our Common Stock is speculative and involves a high degree of risk and uncertainty. You should carefully consider the risks describedbelow, together with the other information contained in this report, including the consolidated financial statements and notes thereto, before deciding toinvest in our Common Stock. Any of the risk factors described below could significantly and adversely affect iFresh’s business, prospects, sales, revenues,gross profit, cash flows, financial condition, and results of operations. iFresh’s continued growth depends on new store acquisitions and openings and on increasing same store sales, and iFresh’s failure to achieve these goalscould negatively impact its results of operations and financial condition. Our growth strategy depends, in large part, on acquiring and opening new stores in existing and new areas and operating those stores successfully.Successful implementation of this strategy is dependent on sufficient capital support from financing, finding suitable stores to acquire, identifying suitablelocations and negotiating acceptable lease terms for store sites, as it faces competition from other retailers for such sites. There can be no assurance that wewill continue to grow through new store acquisitions and openings. We may not be able to obtain sufficient capital support for the expansion plan, orsuccessfully implement the plan to acquire or open new stores timely or within budget or operate them successfully, and there can be no assurance that storeacquisition or opening costs for, net sales of, contribution margin of and average payback period on initial investment for new stores will conform to ouroperating model discussed elsewhere in this report. Lower contribution margins from new stores, along with the impact of related store acquisition, openingand store management relocation costs, may have an adverse effect on our financial condition and operating results. In addition, if we acquire stores in thefuture, it may not be able to successfully integrate those stores into its existing store base and those stores may not be as profitable as its existing stores. Also, we may not be able to successfully hire, train and retain new store employees or integrate those employees into the programs, policies andculture of us. We or our third party vendors may not be able to adapt our distribution, management and other operating systems to adequately supplyproducts to new stores at competitive prices so that we can operate the stores in a successful and profitable manner. We may not have the level of cash flow orfinancing necessary to support our growth strategy. Additionally, our acquisition and opening of new stores will place increased demands on our operational, managerial and administrative resources.These increased demands could cause the Company to operate its existing business less effectively, which in turn could cause deterioration in the financialperformance of our existing stores. If the Company experiences a decline in performance, it may slow or discontinue store openings, or may decide to closestores that it is unable to operate in a profitable manner. Additionally, some of our new stores may be located in areas where the Company has little experience or a lack of brand recognition. Those marketsmay have different competitive conditions, market conditions, consumer tastes and discretionary spending patterns than our existing markets, which maycause these new stores to be less successful than stores in our existing markets. Our operating results and stock price will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growthstrategy that ultimately proves unsuccessful. 22  Our newly opened stores may negatively impact our financial results in the short-term and may not achieve sales and operating levels consistent with ourmature store base on a timely basis or at all. The Company has actively pursued new store growth and plans to continue doing so in the future. The Company cannot assure you that its new storeacquisitions or openings will be successful or result in greater sales and profitability. New store openings may negatively impact our financial results in theshort-term due to the effect of store opening costs and lower sales and contribution margin during the initial period following opening. New stores build theirsales volume and their customer base over time and, as a result, generally have lower margins and higher operating expenses, as a percentage of net sales, thanour more mature stores. A new store can take more than a year to achieve a level of operating performance comparable to our similarly existing stores. Further,we have experienced in the past, and expect to experience in the future, some sales volume transfer from our existing stores to our new stores as some of ourexisting customers switch to new, closer locations. As a result, part of the increase of the overall sales to us arising from a new store opening or a storeacquisition may be offset by the “sales volume transfer” phenomena. The competition from competitors may increase intensively in the future. Food retail is a large and highly competitive industry. However, iFresh believes that the market participants in the Chinese supermarket industry arehighly fragmented and immature. Currently, iFresh faces competition from smaller or dispersed competitors focusing on the niche market of Chineseconsumers. However, with the rapid growth of the Chinese and other Asian population and their consumption power, other competitors may also beginoperating in this niche market in the future. Those competitors include: (i) national conventional supermarkets, (ii) regional supermarkets, (iii) nationalsuperstores, (iv) alternative food retailers, (v) local foods stores, (vi) small specialty stores, and (vii) farmers’ markets. The national and regional supermarket chains are experienced in operating multiple stores locations, expanding management and they have greatermarketing or financial resources than iFresh does. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they maybe able to devote greater resources to sourcing, promoting and selling their products if they choose to do so. On the contrary, the local food stores andmarkets are small in size with a deep understanding of local preferences, but their lack of scale results in high risk and limited growth potential. If more and more competitors devote into this market segment aiming to serve Chinese and other Asian customers in the future, the competition willincrease. Our operating results may be negatively impacted through a loss of sales, reduction in margin from competitive price changes and/or greateroperating costs such as marketing, due to the increase of competition. iFresh relies on a combination of product offerings, customer service, store format, location and pricing to compete. iFresh competes with other food retailers on a combination of factors, primarily product selection and quality, customer service, store layout anddecoration, location and price. Our success depends on its ability to offer products that appeal to its customers’ preferences. Failure to offer such products, orto accurately forecast changing customer preferences, could lead to a decrease in the number of customer transactions at Our stores and in the amountcustomers spend at our stores. Pricing in particular is a significant driver of consumer choice in Our industry and iFresh expects competitors to continue to apply pricing and othercompetitive pressures. To the extent that Ourcompetitors lower prices, its ability to maintain gross profit margins and sales levels may be negativelyimpacted. Some of Our competitors may have greater resources than it does. These competitors could use these advantages to take measures, includingreducing prices, which could adversely affect Our competitive position, financial condition and results of operations. If iFresh does not succeed in offering attractively priced products that consumers intend to purchase or are unable to provide a convenient andappealing shopping experience, Our sales, operating margins and market share may decrease, resulting in reduced profitability. Economic conditions that impact consumer spending could materially affect Our business. Ongoing economic uncertainty continues to negatively affect consumer confidence and discretionary spending. iFresh’s operating results may bematerially affected by changes in economic conditions nationwide or in the regions in which iFresh operates that impact consumer confidence and spending,including discretionary spending. This risk may be exacerbated if customers choose lower-cost alternatives to iFresh’s product offerings in response toeconomic conditions. In particular, a decrease in discretionary spending could adversely impact sales of certain of iFresh’s higher margin product offerings.Future economic conditions affecting disposable consumer income, such as employment levels, business conditions, changes in housing market conditions,the availability of consumer credit, interest rates, tax rates and fuel and energy costs, could reduce overall consumer spending or cause consumers to shifttheir spending to lower-priced competitors. In addition, inflation or deflation can impact iFresh’s business. Food deflation could reduce sales growth andearnings, while food inflation, combined with reduced consumer spending, could reduce gross profit margins. As a result, iFresh’s results of operations couldbe materially adversely affected. 23  iFresh’s existing stores are mainly located in Northeastern American metropolitan areas. The geographic concentration of its stores creates anexposure to the economy of the Northeastern United States and any downturn in this region could materially adversely affect iFresh’s financial condition andresults of operations. Perishable products make up a significant portion of iFresh’s sales, and ordering errors or product supply disruptions may have an adverse effect oniFresh’s profitability and operating results. iFresh has a significant focus on perishable products. Sales of perishable products accounted for approximately 64% of iFresh’s net sales in fiscalyear ended March 31, 2017. iFresh has self-owned wholesale facilities and stable supply relationship with farm partners, which significantly reduces orderingerrors and product disruption. However, iFresh still relies on various suppliers and vendors to provide and deliver its product inventory on a continuous basis.iFresh could suffer significant perishable product inventory losses in the event of the loss of a major supplier or vendor, disruption of its supply chain,extended power outages, natural disasters or other catastrophic occurrences. While iFresh has implemented certain systems to ensure that its ordering is inline with demand, it cannot assure you that its ordering systems will always work efficiently, in particular in connection with the new additional stores, whichhave no, or a limited, ordering history. If iFresh were to over-order, it could suffer inventory losses, which would negatively impact its operating results. Interruption of exclusive distribution of brands or imports relating to iFresh’s wholesale operations may adversely impact iFresh’s financial conditionsand operating results. iFresh conducts wholesale business through its two subsidiaries, Strong America and NYMG, which enables iFresh to have stronger negotiatingpower with vendors as well as a way to source products from China, Thailand and Taiwan to its own retail stores. Strong America is also the exclusivedistributor of nine famous oversea brands. If iFresh can’t renew its exclusive distribution contracts relating to those brands, iFresh’s sales, both retail andwholesale, may be adversely affected. Furthermore, importing products from other countries is subject to the impact of various international factors, includinginternational trading polices, shipping costs, currency fluctuations, tariffs and customs procedures for imports, which may affect the supply and purchaseprices of the products to be imported by iFresh’s wholesale distributors and sold by them to iFresh. If iFresh fails to obtain or maintain a sustainable supply ofthese products from its vendors, its financial conditions and operating results will be adversely impacted. The operation of new stores and online sales may cannibalize sales in iFresh’s stores and its financial results can be affected by economic and competitiveconditions in this area. All of iFresh’s existing stores are located in the Northeastern United States and it intends to grow its store base in this area. New stores are expectedto be opened in the Greater New York City and Boston metropolitan areas. As iFresh opens new stores in closer proximity to its customers who currentlytravel longer distances to shop at iFresh’s stores, iFresh expects some of these customers to take advantage of the convenience of iFresh’s new locations.Simultaneously, iFresh will develop online sales to cover the customers living in a 2.5-hour drive radius, which may satisfy the demand from those Chinesecustomers living in the suburbs. Some sales volume may transfer from iFresh’s existing stores to its new stores as some of its existing customers switch to these new, closer locations,or convenient online shopping. Consequently, iFresh’s new stores and online sales may adversely impact sales at iFresh’s existing stores. 24  Disruption of relationships with vendors could negatively affect iFresh’s business. iFresh purchases vegetables and fruits directly from farms and other vendors and maintains stable relationships with the vendors to ensure reliablesupplies of popular seasonal Chinese specialty of vegetables and fruits. iFresh also depends on third-party suppliers for exclusive third-party brands. Thecancellation of iFresh’s supply arrangement with any of its suppliers or the disruption, delay or inability in supply from its suppliers could adversely affectiFresh’s sales. If iFresh’s suppliers fail to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations maybe disrupted. iFresh cannot assure you that it would be able to find replacement suppliers on commercially reasonable terms. iFresh may be unable to protect or maintain its intellectual property, which could result in customer confusion, a negative perception of its brand andadversely affect its business. iFresh believes that its intellectual property has substantial value and has contributed significantly to the success of iFresh’s business. In particular,iFresh’s trademarks, including New York Mart, are valuable assets that reinforce iFresh’s customers’ favorable perception of its stores. From time to time, third parties have used names similar to iFresh’s, have applied to register trademarks similar to iFresh’s and, as iFresh believes,have infringed or misappropriated iFresh’s intellectual property rights. iFresh responds to these actions on a case-by-case basis, including, where appropriate,by sending cease and desist letters and commencing opposition actions and litigation. The outcomes of these actions have included both negotiated out-of-court settlements as well as litigation. iFresh cannot assure you that the steps it has taken to protect its intellectual property rights are adequate, that itsintellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any suchrights. In addition, iFresh’s trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protectiFresh’s trademark rights could prevent iFresh in the future from challenging third parties who use names and logos similar to iFresh’s trademarks, which mayin turn cause consumer confusion or negatively affect consumers’ perception of iFresh’s brand and products, and eventually adversely affect iFresh’s salesand profitability. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for managementand significant expense, which may not be recoverable regardless of whether iFresh is successful. Such proceedings may be protracted with no certainty ofsuccess, and an adverse outcome could subject iFresh to liabilities, force iFresh to cease use of certain trademarks or other intellectual property or force iFreshto enter into licenses with others. Any one of these occurrences may have a material adverse effect on iFresh’s business, results of operations and financialcondition. If iFresh experiences a data security breach and confidential customer information is disclosed, iFresh may be subject to penalties and experiencenegative publicity, which could affect iFresh’s customer relationships and have a material adverse effect on its business. iFresh and its customers could suffer harm if customer information was accessed by third parties due to a security failure in iFresh’s systems. Thecollection of data and processing of transactions requires iFresh to receive, transmit and store a large amount of personally identifiable and transaction relateddata. This type of data is subject to legislation and regulation in various jurisdictions. Recently, data security breaches suffered by well-known companiesand institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy andsecurity. If some of the current proposals are adopted, iFresh may be subject to more extensive requirements to protect the customer information that itprocesses in connection with the purchases of iFresh’s products. iFresh may become exposed to potential liability with respect to the data that it collects,manages and processes, and may incur legal costs if its information security policies and procedures are not effective or if it is required to defend its methodsof collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to iFresh’s methods of handling personaldata could adversely affect its business, results of operations, financial condition and cash flows due to the costs and negative market reaction relating tosuch developments. Additionally, if iFresh suffers data breaches, one or more of the credit card processing companies that it relies on may refuse to allow it tocontinue to participate in their network, which would limit iFresh’s ability to accept credit cards at its stores and could adversely affect its business, results ofoperations, financial condition and cash flows. 25  Data theft, information espionage or other criminal activity directed at the retail industry or computer or communications systems may materiallyadversely affect iFresh’s business by causing iFresh to implement costly security measures in recognition of actual or potential threats, by requiring iFresh toexpend significant time and expense developing, maintaining or upgrading its information technology systems and by causing it to incur significant costs toreimburse third parties for damages. Such activities may also materially adversely affect iFresh’s financial condition, results of operations and cash flows byreducing consumer confidence in the marketplace and by modifying consumer spending habits. If iFresh is unable to renew or replace current store leases or if it is unable to enter into leases for additional stores on favorable terms, or if one or more ofits current leases are terminated prior to expiration of their stated term, and it cannot find suitable alternate locations, iFresh’s growth and profitabilitycould be negatively impacted. iFresh currently leases all of its store locations. Many of iFresh’s current leases provide unilateral option to renew for several additional rentalperiods at specific rental rates. iFresh’s ability to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternatelocation, and iFresh’s ability to negotiate favorable lease terms for additional store locations, could depend on conditions in the real estate market,competition for desirable properties, its relationships with current and prospective landlords, or other factors that are not within iFresh’s control. Any or all ofthese factors and conditions could negatively impact iFresh’s growth and profitability. iFresh leases certain of its stores and related properties from related parties. Long Deng, one of iFresh’s directors and executive officers, owns 50% of Dragon Development LLC, which leases to iFresh the premises at whichStrong America, one of iFresh’s wholesale subsidiaries, is located. During fiscal year ended March 31, 2017, rental payments (excluding maintenance andtaxes that iFresh is obligated to pay) under the leases from Dragon Development LLC were $637,273. The leases with Dragon Development LLC renewed onMay 1, 2016, and their remaining terms are 10 years. iFresh has no assurance that these related parties will renew the lease agreements with it after expiration.If iFresh cannot renew the leases, it will have to move its stores and warehouses locations, which increases the uncertainty of finding suitable locations forthose stores and the reputation recognition in new locations, which may adversely affect iFresh’s sales, expenses, profit and financial position. Failure to retain iFresh’s senior management and other key personnel may adversely affect its operations. iFresh’s success is substantially dependent on the continued service of its senior management and other key personnel. These executives, and inparticular Long Deng, iFresh’s Executive Chairman and Chief Executive Officer and Chief Operating Officer, have been primarily responsible fordetermining the strategic direction of iFresh’s business and for executing its growth strategy and are integral to its brand and culture, and the reputationiFresh enjoys with suppliers and consumers. The loss of the services of any of these executives and other key personnel could have a material adverse effecton iFresh’s business and prospects, as iFresh may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any suchdeparture could be viewed in a negative light by investors and analysts, which may cause iFresh’s stock price to decline. The loss of key employees couldnegatively affect iFresh’s business. If iFresh is unable to attract, train and retain employees, it may not be able to grow or successfully operate its business. The retail store industry is labor intensive, and iFresh’s success depends in part upon its ability to attract, train and retain a sufficient number ofemployees who understand and appreciate iFresh’s culture and are able to represent its brand effectively and establish credibility with its business partnersand consumers. iFresh’s ability to meet its labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including theavailability of a sufficient number of qualified persons in the work force in the markets in which iFresh is located, unemployment levels within those markets,prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation. In the event of increasing wagerates, if iFresh fails to increase its wages competitively, the quality of its workforce could decline, causing its customer service to suffer, while increasing itswages could cause its earnings to decrease. If iFresh is unable to hire and retain employees capable of meeting its business needs and expectations, itsbusiness and brand image may be impaired. Any failure to meet iFresh’s staffing needs or any material increase in turnover rates of iFresh’s employees mayadversely affect its business, results of operations and financial condition. 26  Changes in and enforcement of immigration laws could increase iFresh’s costs and adversely affect iFresh’s ability to attract and retain qualified store-level employees. Federal and state governments from time to time implement immigration laws, regulations or programs that regulate iFresh’s ability to attract orretain qualified foreign employees. Some of these changes may increase iFresh’s obligations for compliance and oversight, which could subject iFresh toadditional costs and make iFresh’s hiring process more cumbersome, or reduce the availability of potential employees. Although iFresh has implemented, andis in the process of enhancing, procedures to ensure its compliance with the employment eligibility verification requirements, there can be no assurance thatthese procedures are adequate and some of its employees may, without iFresh’s knowledge, be unauthorized workers. The employment of unauthorizedworkers may subject iFresh to fines or civil or criminal penalties, and if any of iFresh’s workers are found to be unauthorized, iFresh could experience adversepublicity that negatively impacts its brand and makes it more difficult to hire and keep qualified employees. iFresh may be required to terminate theemployment of certain of its employees who were determined to be unauthorized workers. The termination of a significant number of employees may disruptiFresh’s operations, cause temporary increases in iFresh’s labor costs as it trains new employees and result in additional adverse publicity. iFresh’s financialperformance could be materially harmed as a result of any of these factors. Prolonged labor disputes with employees and increases in labor costs could adversely affect iFresh’s business. A considerable amount of iFresh’s operating costs is attributable to labor costs and, therefore, its financial performance is greatly influenced byincreases in wage and benefit costs, including pension and health care costs. As a result, iFresh is exposed to risks associated with a competitive labor market.Rising health care and pension costs and the nature and structure of work rules will be important issues. Any work stoppages or labor disturbances as a resultof employees’ dissatisfaction of their current employment terms could have a material adverse effect on iFresh’s financial condition, results of operations andcash flows. iFresh also expects that in the event of a work stoppage or labor disturbance, it could incur additional costs and face increased competition. Various aspects of iFresh’s business are subject to federal, state and local laws and regulations. iFresh’s compliance with these regulations may requireadditional capital expenditures and could materially adversely affect its ability to conduct its business as planned. iFresh is subject to federal, state and local laws and regulations relating to zoning, land use, environmental protection, workplace safety, food safety,public health, community right-to-know and alcoholic beverage and tobacco sales. In particular, the states in which iFresh operates and several localjurisdictions regulate the licensing of supermarkets and the sale of alcoholic beverages. In addition, certain local regulations may limit iFresh’s ability to sellalcoholic beverages at certain times. iFresh is also subject to laws governing its relationship with employees, including minimum wage requirements,overtime, working conditions, immigration, disabled access and work permit requirements. Compliance with new laws in these areas, or with new or stricterinterpretations of existing requirements, could reduce the revenue and profitability of iFresh’s stores and could otherwise materially adversely affect iFresh’sbusiness, financial condition or results of operations. iFresh’s new store openings could be delayed or prevented or its existing stores could be impacted bydifficulties or failures in iFresh’s ability to obtain or maintain required approvals or licenses. iFresh’s stores are subject to unscheduled inspections on aregular basis, which, if violations are found, could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated“critical” violations, closure of the store until a re-inspection demonstrates that iFresh has remediated the problem. Certain of iFresh’s parking lots andwarehouses either have only temporary certificates of occupancy or are awaiting a certificate of occupancy which, if not granted, would require iFresh to stopusing such property. Additionally, a number of federal, state and local laws impose requirements or restrictions on business owners with respect to access bydisabled persons. iFresh’s compliance with these laws may result in modifications to iFresh’s properties, or prevent iFresh from performing certain furtherrenovations. iFresh cannot predict the nature of future laws, regulations, interpretations or applications, or determine what effect either additional governmentregulations or administrative orders, when and if promulgated, or disparate federal, state and local regulatory schemes would have on iFresh’s business in thefuture. 27  iFresh’s plans to acquire and open new stores requires iFresh to spend capital. Failure to use its capital efficiently could have an adverse effect oniFresh’s profitability. iFresh’s growth strategy depends on its acquisition of and opening new stores, which will require iFresh to use cash generated by its operations and aportion of the net proceeds of future equity or debt financing and borrowing under bank credit line. iFresh cannot assure you that cash generated by itsoperations, the net proceeds of future equity or debt financing and borrowing under bank credit line will be sufficient to allow iFresh to implement its growthstrategy. If any of these initiatives prove to be unsuccessful, iFresh may experience reduced profitability and it could be required to delay, significantlycurtail or eliminate planned store openings, which could have a material adverse effect on its financial condition and future operating performance and theprice of its common stock. Litigation may materially adversely affect iFresh’s business, financial condition and results of operations. iFresh’s operations are characterized by a high volume of customer traffic and by transactions involving a wide variety of product selections. Theseoperations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries.Consequently, iFresh may be a party to individual personal injury, product liability and other legal actions in the ordinary course of its business, includinglitigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess orquantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating tosuch lawsuits may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. There may also be adversepublicity associated with litigation that may decrease consumer confidence in iFresh’s businesses, regardless of whether the allegations are valid or whetheriFresh is ultimately found liable. As a result, litigation may materially adversely affect iFresh’s businesses, financial condition, results of operations and cashflows. Increased commodity prices and availability may impact profitability. Many of iFresh’s products include ingredients such as wheat, corn, oils, milk, sugar, cocoa and other commodities. Commodity prices worldwidehave been increasing. While commodity price inputs do not typically represent the substantial majority of iFresh’s product costs, any increase in commodityprices may cause its vendors to seek price increases from iFresh. Although iFresh is typically able to mitigate vendor efforts to increase its costs, it may beunable to continue to do so, either in whole or in part. In the event iFresh is unable to continue mitigating potential vendor price increases, it may in turnconsider raising its prices, and its customers may be deterred by any such price increases. iFresh’s profitability may be impacted through increased costs to itwhich may impact gross margins, or through reduced revenue as a result of a decline in the number and average size of customer transactions. Severe weather, natural disasters and adverse climate changes may materially adversely affect iFresh’s financial condition and results of operations. Severe weather conditions and other natural disasters in areas where iFresh has stores or from which iFresh obtains the products it sells maymaterially adversely affect its retail operations or its product offerings and, therefore, its results of operations. Such conditions may result in physical damageto, or temporary or permanent closure of, one or more of iFresh’s stores, an insufficient work force in iFresh’s markets and/or temporary disruption in thesupply of products, including delays in the delivery of goods to iFresh’s stores or a reduction in the availability of products in its stores. In addition, adverseclimate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops maymaterially adversely affect the availability or cost of certain products within its supply chain. Any of these factors may disrupt iFresh’s businesses andmaterially adversely affect its financial condition, results of operations and cash flows. 28  The occurrence of a widespread health epidemic may materially adversely affect iFresh’s financial condition and results of operations. iFresh’s business may be severely impacted by wartime activities, threats or acts of terror or a widespread regional, national or global healthepidemic, such as pandemic flu. Such activities, threats or epidemics may materially adversely impact iFresh’s business by disrupting production anddelivery of products to iFresh’s stores, by affecting iFresh’s ability to appropriately staff its stores or by causing customers to avoid public gathering places orotherwise change their shopping behaviors. iFresh needs approximately $50 million for the year ended March 31, 2018 in order to achieve its planned growth for that year and if it cannotsuccessfully obtain sufficient capital, the financial results and stock price of iFresh after the business combination will be adversely affected. iFresh believes that it needs approximately $50 million for the year ended March 31, 2018 mainly for the purpose of acquiring additional stores toachieve its planned growth for that year. If it is not able to obtain financing on commercially reasonable terms in connection with the Business Combination,as is contemplated by the parties, it may not be able to implement its growth plan. If it is unable to effect its growth plan, iFresh’s financial results will besignificantly worse than anticipated and its stock price may decline as a result. iFresh is an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities lessattractive to investors. iFresh is an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until the fiscal year endedDecember 31, 2020. However, if its non-convertible debt issued within a three-year period or revenues exceeds $1 billion, or the market value of its commonstock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, iFresh would cease to be anemerging growth company as of the following fiscal year. As an emerging growth company, iFresh is not required to comply with the auditor attestationrequirements of section 404 of the Sarbanes-Oxley Act, has reduced disclosure obligations regarding executive compensation in its periodic reports andproxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of anygolden parachute payments not previously approved. Additionally, as an emerging growth company, iFresh has elected to delay the adoption of new orrevised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such,iFresh’s financial statements may not be comparable to companies that comply with public company effective dates. As a result, potential investors may beless likely to invest in our securities. ITEM 1 B. Unresolved Staff Comments None. ITEM 2 Properties Our principal executive offices are located at its headquarters comprising approximately 2,200 square meters at 2-39 54th Avenue, Long Island City,New York. Please see “Item 1 –Business – Properties.” ITEM 3 Legal Proceedings We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead a third party to initiate legalproceedings against us. Please see “Item 1 – Business – Legal Proceedings.” ITEM 4 Mine Safety Disclosures Not applicable. 29  PART II ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our equity securities trade on the NASDAQ Capital Market. Prior to December 16, 2016, our units, shares and rights were each quoted on theNASDAQ Capital Market, under the symbols “ECACU,” “ECAC” and “ECACR,” respectively. Each of our units consisted of one ordinary share and oneright to acquire 1/10 of an ordinary share of the Company. Our units commenced trading on August 13, 2015. Our shares and rights commenced trading onNovember 25, 2015.Upon the closing of the Transactions described above, our ordinary shares, rights and units ceased trading and iFresh’s common stockbegan trading on the NASDAQ Capital Market under the symbol “IFMK” as of February 10, 2017. The table below sets forth the high and low bid prices of our ordinary shares, rights, and units as reported on the NASDAQ Stock Market, under thesymbols “ECACU,” “ECAC” and “ECACR,” respectively, for the period from August 13, 2015 (the date on which our units were first quoted on the NASDAQStock Market) through March 31, 2017 and for a portion of the first quarter of the fiscal year ended March 31, 2018. (1)Units Ordinary Share Rights High Low High Low High Low Year Ended March 31, 2018: First Quarter (through June 23, 2017) $- - - - - - Year Ended March 31, 2017: First Quarter ended June 30, 2016 $10.32 10.20 10.20 10.05 0.26 0.24 Second Quarter ended September 30, 2016 12.48 10.28 10.25 10.15 0.69 0.26 Third Quarter ended December 31, 2016 10.74 10.00 10.30 10.20 0.98 0.39 Fourth Quarter ended March 31, 2017 11.25 5.38 11.45 9.90 1.02 0.75 Year Ended March 31, 2016: First Quarter ended June 30, 2015 $- - - - - - Second Quarter ended September 30, 2015 10.15 10.00 - - - - Third Quarter ended December 31, 2015 10.75 10.00 9.95 9.82 0.18 0.15 Fourth Quarter ended March 31, 2016 10.20 10.00 10.02 9.95 0.25 0.20 (1)Our units began trading on August 13, 2015. The ordinary shares and warrants did not begin separate trading until November 25, 2015. The table below sets forth the high and low bid prices of our common stock as reported on the NASDAQ Stock Market, under the symbol “IFMK”, for theperiod from February 10, 2017 (the date on which our common stock was first quoted on the NASDAQ Stock Market) through March 31, 2017 and for aportion of the first quarter of the fiscal year ended March 31, 2018. Common Stock High Low Year Ended March 31, 2018: First Quarter (through June 23, 2017) $16.00 11.95 Year Ended March 31, 2017: First Quarter ended June 30, 2016 $- - Second Quarter ended September 30, 2016 - - Third Quarter ended December 31, 2016 - - Fourth Quarter ended March 31, 2017 27.70 11.21 Holders of Common Equity As of June 28, 2017, there were 28 holders of record of our common stock. Such numbers do not include beneficial owners holding shares, rights orunits through nominee names. 30  Dividends The Company has not paid any cash dividends on its ordinary shares to date. It is the present intention of the Company’s board of directors to retainall earnings, if any, for use in the Company’s business operations and, accordingly, the Company’s board of directors does not anticipate declaring anydividends in the foreseeable future. The payment of dividends is within the discretion of the Company’s board of directors and will be contingent upon theCompany’s future revenues and earnings, if any, capital requirements and general financial condition. Securities Authorized for Issuance under Equity Compensation Plans As of March 31, 2017, we did not have any active equity compensation plans. Equity Repurchases Period (a)Total Number ofShares Purchased (1) (b)Average PricePaid per Share (c)Total Numberof SharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms (d)MaximumNumber (orApproximateDollar Value) ofShares (orUnits) that MayYet BePurchasedUnder the Plansor Programs February 2017 1,700,000 shares of common stock $10.00 --- --- February 2017 1,937,967 shares of ordinary share $10.40 --- --- (1)In connection with the Business Combination, holders of 1,937,967 of E-Compass’s ordinary shares elected to redeem their shares and the Company paid$20,154,857 in connection with such redemptions. Also on February 10, 2017, iFresh repurchased 1,500,000 of such non-redeemable shares promptly ata purchase price of $10.00 per share according to an agreement with Handy Global Limited signed on January 11, 2017. ITEM 6 Selected Financial Data As a smaller reporting company, we are not required to provide this information. ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This report includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections aboutfuture events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actualresults, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievementsexpressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission(“SEC”) filings. References to “we”, “us”, “our,” “iFresh” or the “Company” are to iFresh Inc., except where the context requires otherwise. The followingdiscussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report. 31  Overview iFresh Inc. (“we,” “us,” “our,” or “iFresh” or the “Company”) is a Delaware company incorporated in July 2016 in order to reincorporate E-CompassAcquisition Corp. (“E-Compass”) to Delaware pursuant to the Merger Agreement (as defined below). Immediately following the reincorporation, we acquiredNYM Holding, Inc (“NYM”). E-Compass was a blank check company formed for the purpose of entering into a share exchange, asset acquisition, sharepurchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. NYM is a fast growing Asian/Chinesegrocery supermarket chain in the north-eastern U.S. providing food and other merchandise hard to find in mainstream grocery stores. Since NYM was formedin 1995, NYM has been targeting the Chinese and other Asian population in the U.S. with its in-depth cultural understanding of its target customer’s uniqueconsumption habits. iFresh currently has eight retail supermarkets across New York, Massachusetts and Florida, with in excess of 6,862,000 sales transactionsin its stores in the fiscal year ended March 31, 2017. It also has two in-house wholesale businesses, Strong America Limited (“Strong America”) and NewYork Mart Group, Inc. (“NYMG”), covering more than 6,000 wholesale products and servicing both NYM retail supermarkets and over 1,000 external clientsthat range from wholesalers to retailing groceries and restaurants. NYM has a stable supply of food from farms in New Jersey and Florida, ensuring reliablesupplies of the most popular vegetables, fruits and seafood. Its wholesale business and long term relationships with farms insulate NYM from supplyinterruptions and sales declines, allowing it to remain competitive even during difficult markets. On July 25, 2016, iFresh entered into a merger agreement (the “Merger Agreement”) with, E-Compass Acquisition Corp., a Cayman Islands companyand parent of iFresh, iFresh Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of iFresh, or “Merger Sub,” NYM, the stockholders ofNYM, and Long Deng, as representative of the stockholders of NYM. Pursuant to the terms of the Merger, on February 10, 2017, E-Compass merged with andinto iFresh in order to redomesticate the Company into Delaware. After the redomestication, Merger Sub merged with and into NYM, resulting in NYM beinga wholly owned subsidiary of iFresh. At the time of the Redomestication, each E-Compass ordinary share was converted into one share of common stock ofiFresh and each E-Compass Right was converted into one substantially equivalent right (“iFresh Right”) to receive one-tenth (1/10) of a share of iFreshCommon Stock on the consummation of the Business Combination. In connection with the Redomestication, E-Compass ceased to exist and iFresh is thesurviving corporation. At closing on February 10, 2017, iFresh issued iFresh’s stockholders an aggregate of: (i) $5 million in cash, plus, (ii) 12,000,000 shares of ourcommon stock. In addition, iFresh executed an option agreement to acquire up to an additional four supermarkets prior to March 31, 2017 for aggregateconsideration of $10 million in cash. In connection with the closing, holders of 1,937,967 of E-Compass’s ordinary shares elected to redeem their shares andthe Company paid $20,154,857 in connection with such redemption. The option agreement subsequently expired unexercised. Outlook iFresh is an Asian Chinese supermarket chain in the U.S. northeastern region with eight retail super markets and two wholesale facilities. iFresh plansto strategically expand along the I-95 corridor and its goal is to cover all states on the east coast. a.iFresh provides unique products to meet the demands of the Asian/Chinese American Market;b.iFresh has established a merchandising system backed by an in-house wholesale business and by long-standing relationships with farms;c.iFresh maintains an in-house cooling system with unique hibernation technology that is has developed over 20 years to preserve perishables,especially produce and seafood;d.iFresh capitalizes on economies of scale, allowing strong negotiating power with upstream vendors, downstream customers and sizablecompetitors; ande.iFresh has a proven and replicable track record of management, operation, acquisition and organic growth. iFresh’s net sales were $130.9 million and $131.2 million for the years ended March 31, 2017 and 2016, respectively. In terms of sales by category,Perishables constituted approximately 64% of the total sales for the year ended March 31, 2017. iFresh’s net income was $1.5 million for the year end March31, 2017, a decrease of $2 million, or 57.4%, from $3.6 million for the year end March 31, 2016. Adjusted EBITDA was $6.2 million for the year end March31, 2017, a decrease of $2.2 million, or 25.7%, from $8.4 million for the year end March 31, 2016. For additional information on Adjusted EBITDA, See thesection entitled “iFresh’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA,” beginning onpage 35. 32  Factors Affecting iFresh’s Operating Results Seasonality iFresh’s business shows seasonal fluctuations. Sales in its first and second fiscal quarters (ending June 30 and December 31, respectively) are usually5% to 10% lower than in third and fourth quarters (ending December 31 and March 31, respectively). In its third fiscal quarter, customers make holidaypurchases for Thanksgiving and Christmas. In its fourth quarter, customers make purchases for traditional Chinese holidays, such as the Spring Festival(Chinese New Year, in January or February). Parking The availability of parking is important to iFresh’s sales volume, and changes in the availability of parking would affect iFresh’s sales volume. Forexample, one of the two parking lots serving iFresh’s Ming store in Boston was required to be temporarily lease to a farmers market on Sundays by the city ofBoston from April to October 2016, which reduced sales at the store by about 10% during this period. The requirement to lease the parking lot to the farmersmarket expired on October 31, 2016. Competition Competitors opened two new stores in Brooklyn’s Chinatown in early 2016, which negatively impacted the sales of iFresh’s two stores located inthe area for the year ended March 31, 2017. iFresh’s management believes that this impact is temporary and expects sales to rebound because the stores arethe only ones owned by the operators and therefore lack the sophisticated procurement process that NYM has and do not have the same influence oversuppliers as iFresh. Payroll Minimum wage rates in some states increased in 2016. For example, the minimum wage went from $10 to $11 per hour in Massachusetts. Payroll andrelated expenses increased by $2.8 million, or 28% for the year ended March 31, 2017 as compared to the same period of last year as a result of increase ofhead count and addition of its business operation and financial reporting department in anticipation of becoming a public company. iFresh plans toimplement systems in the future to improve operating efficiency and reduce labor costs. Merger with E-Compass In March 2016, NYM signed a letter of intent of merger with E-Compass and began to engage third parties in connection therewith, including afinancial advisor, legal counsel and auditor, and incurred $992,000 of professional fees related thereto in the year ended March 31, 2017. Vendor and Supply Management iFresh believes that a centralized and efficient vendor and supply management system are the keys to profitability. iFresh operates its own wholesalefacilities, which supplied about 31% of its procurement for the fiscal year ended March 31, 2017. iFresh recently centralized the management of its vendorsand procurement. It believes that such centralized vendor management enhances iFresh’s negotiating power and improves its ability to turnover inventoryand vendor payables. Any changes to the vendor and supply management could affect iFresh’s purchasing costs and operating expenses. 33  Store Maintenance and Renovation From time to time, iFresh conducts maintenance on the fixtures and equipment for its stores. Any maintenance or renovations could interrupt theoperation of our stores and result in a decline of customer volume, and therefore sales volume, but will, in the opinion of management, boost sales after theyare completed. In the fiscal year ended March 31, 2016, iFresh conducted a renovation for its store located on East Broadway in Manhattan, New York, for$0.5 million. After completion of the renovation, customer traffic and sales volume increased significantly. Sales increased 14.4% for the year ended March31, 2017, compared to the same period of last year. Significant maintenance or renovation would affect our operation and operating results. Store Acquisitions and Openings iFresh expects the new stores it acquires or opens to be the primary driver of its sales, operating profit and market share gains. iFresh’s results will bematerially affected by the timing and number of new store additions and the amount of new store opening costs. For example, iFresh would incur rental,utilities and employee expenses during any period of renovation, which would be recorded as expenses on the income statement and would decrease iFresh’sprofit when a store opens. iFresh may incur higher than normal employee costs associated with set-up, hiring, training, and other costs related to opening anew store. Operating margins are also affected by promotional discounts and other marketing costs and strategies associated with new store openings,primarily due to overstocking, and costs related to hiring and training new employees. Additionally, promotional activities may result in higher than normalnet sales in the first several weeks following a new store opening. A new store builds its sales volume and its customer base over time and, as a result,generally has lower margins and higher operating expenses, as a percentage of sales, than our more mature stores. A new store could take more than a year toachieve a level of operating performance comparable to our existing stores. How to Assess iFresh’s Performance In assessing performance, iFresh’s management considers a variety of performance and financial measures, including principal growth in net sales,gross profit and Adjusted EBITDA. The key measures that we use to evaluate the performance of our business are set forth below: Net Sales iFresh’s net sales comprise gross sales net of coupons and discounts. We do not record sales taxes as a component of retail revenues as it considers ita pass-through conduit for collecting and remitting sales taxes. Gross Profit iFresh calculates gross profit as net sales less cost of sales and occupancy costs. Gross margin represents gross profit as a percentage of its net sales.Occupancy costs include store rental costs and property taxes. The components of our cost of sales and occupancy costs may not be identical to those of itscompetitors. As a result, our gross profit and gross margin may not be comparable to similar data made available by our competitors. Cost of sales includes the cost of inventory sold during the period, including the direct costs of purchased merchandise (net of discounts andallowances), distribution and supply chain costs, buying costs and supplies. iFresh recognizes vendor allowances and merchandise volume related rebateallowances as a reduction of inventories during the period when earned and reflects the allowances as a component of cost of sales as the inventory is sold.Shipping and handling for inventories purchased are included in cost of goods sold. Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of retail operational expenses, administrative salaries and benefits costs, marketing,advertising and corporate overhead. 34  Adjusted EBITDA iFresh believes that Adjusted EBITDA is a useful performance measure and can be used to facilitate a comparison of NYM’s operating performanceon a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than GAAPmeasures alone can provide. iFresh also uses Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance andfor evaluating on a quarterly and annual basis actual results against such expectations, and as a performance evaluation metric in determining achievement ofcertain compensation programs and plans for employees, including senior executives. Other companies in the industry may calculate Adjusted EBITDAdifferently than iFresh does, limiting its usefulness as a comparative measure. iFresh’s management defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization expense, storeopening costs, and non-recurring expenses. All of the omitted items are either (i) non-cash items or (ii) items that we do not consider in assessing its on-goingoperating performance. Because it omits non-cash items, iFresh’s management believes that Adjusted EBITDA is less susceptible to variances in actualperformance resulting from depreciation, amortization and other non-cash charges and more reflective of other factors that affect its operating performance.iFresh’s management believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoingoperating results and trends and in comparing the company’s financial measures with other specialty retailers, many of which present similar non-GAAPfinancial measures to investors. Results of Operations for the years ended March 31, 2017 and 2016 For the years ended March 31, Changes 2017 2016 $ % Net sales-third parties $121,826,207 $125,021,947 $(3,195,740) -2.6%Net sales-related parties 9,050,553 6,203,277 2,847,276 45.9%Total Sales 130,876,760 131,225,224 (348,464) -0.3%Cost of sales-third parties 87,610,153 91,738,333 (4,128,180) -4.5%Cost of sales-related parties 8,162,545 5,520,917 2,641,628 47.8%Occupancy costs 7,219,860 7,367,155 147,295 2.0%Gross Profit 27,884,202 26,598,819 1,285,383 4.8%Selling, general and administrative expenses 25,734,216 20,718,062 5,016,154 24.2%Income from operations 2,149,986 5,880,757 (3,730,771) -63.4%Interest expense (303,894) (215,494) (88,400) 41%Other income 1,360,616 992,620 367,996 37.1%Income before income tax provision 3,206,708 6,657,883 (3,451,175) -51.8%Income tax provision (1,656,334) (3,016,874) 1,360,540 -45.1%Net income $1,550,374 $3,641,009 $(2,090,635) -57.4%Net income attributable to common shareholders 1,550,374 $3,641,009 $(2,060,635) -57.4% Net Sales For the years ended March 31, Changes 2017 2016 $ % Net sales of retail-third parties $106,779,803 $112,350,473 $(5,570,670) -4.96%Net sales of wholesale-third parties 15,046,404 12,671,474 2,374,930 18.74%Net sales of wholesale-related parties 9,050,553 6,203,277 2,847,276 45.90%Total Net Sales $130,876,760 $131,225,224 $(348,464) -0.27% iFresh’s net sales were $130.9 million for the year ended March 31, 2017, a decrease of $0.3 million, or 0.3%, from $ 131.2 million for the year endedMarch 31, 2016. Net retail sales to third parties decreased by $5.6 million, or 5.0%, from $112.4 million for the year ended March 31, 2016, to $106.8 million for theyear ended March 31, 2017. The decrease resulted mainly from a decrease of $4.1 million in Ming store sales dues to a parking lot not being available onSundays from April to October 2016, as well as a fire in the store in the last quarter; a decrease of $0.9 million in several others due to the impact of weatherconditions on the availability of fresh produce and new competitors. On the other hand, our total net wholesale sales increased by $5.2 million from $18.9million for the year ended March 31, 2016 to $24.1 million for the year ended March 31, 2017, which was attributable to an increase of $3.2 million in salesto related parties due to iFresh focusing on improving its central procurement system through its wholesale facilities and an increase of $2.0 million from itswholesale revenue to third parties due to expansion of the wholesales business. Beginning in 2017, the Company’s wholesale segment started to sell fruitsand vegetables. 35  Cost of sales, Occupancy costs and Gross Profit Retail Segment For the years ended March 31, Changes 2017 2016 $ % Cost of sales $77,073,922 $80,952,142 $(3,878,220) -4.79%Occupancy costs 7,219,860 7,367,155 (147,295) -2%Gross profit 22,486,021 24,031,176 (1,545,155) -6.43%Gross margin 21.1% 21.4% -0.03% - For the retail segment, gross profit was $22.5 and $24 million for the years ended March 31, 2017 and 2016, respectively. Gross margin was 21.1%and 21.4% for the years ended March 31, 2017 and 2016, respectively. The gross profit decreased due to the decrease of sales and we consider the grossmargin change is within normal business fluctuations. Cost of sales decreased by $4 million, or 4.79%, from $81 million for the year ended March 31, 2016, to $77.1 million for the year ended March 31,2017. The decrease was mainly attributable to the decreased sales in the year ended March 31, 2017 Occupancy costs consist of store-level expenses such as rental expense, property taxes and other store specific costs. Occupancy costs decreased byapproximately 2.0%, from $7.4 million for the year ended March 31, 2016 to $7.2 million for the year ended March 31, 2017, which was mainly attributableto the additional cost of approximately $200,000 for the temporary use of a warehouse in 2016, while there was not much temporary rental of warehousespace in 2017. Wholesale Segment For the years endedMarch 31, Changes 2017 2016 $ % Cost of sales $18,698,777 $16,307,108 $2,391,669 14.7%Gross profit 5,398,180 2,567,643 2,830,537 110%Gross margin 22.4% 13.6% 8.8% - For wholesale segment, cost of sales increased by $2.4 million or 4.79% from $16.3 million in 2016 to $18.7 million in 2017. The increase isconsistent with the significant increase of sales from the wholesale segment in 2017. Gross profit increased by $2.8 million, or 110% from $2.6 million in 2016 to $5.4 million in 2017. Gross margin increased by 8.8% from 13.6% to22.4%. In 2017, the Company started wholesale business for fruits and vegetables, which accounted for 20% of its total sales in this segment. Gross margin onfruits and vegetables is usually higher than that on other products, from 5% to 10%. The Company also managed to increase the profit margin for thiswholesale segment by centralizing vendor management and procurement to reduce the costs. Selling, General and Administrative Expenses Selling, general and administrative expenses was $25.7 million for the year ended March 31, 2017, an increase of $5 million, or 24.2%, compared to$20.7 million for the year ended March 31, 2016, which was mainly attributable to an increase of $2.7 million in payroll and related insurance and taxes, andan increase of $1.0 million of professional fees incurred in connection with the transaction with E-Compass, an increase of $0.4 million of rental and utilityexpenses, $0.1 million of depreciation expense due to the increase of property and equipment. The remaining $0.7 million increase was from other generalexpense which was due to the expansion of our whole sales business. Interest Expense Interest expense was $303,894 for the year ended March 31, 2017, an increase of $88,400, or 41%, from $215,494 for the year ended March 31,2016, primarily attributable to the increase of interest due to the Key bank loan in the last quarter of 2017 which was amounted to $122,000, offset by thedecrease of interest on the credit line of $2.8 million that was repaid by NYM in July 2015 and the Bank of American credit line paid off on December 31,2016. Other income Other income was $1.4 million for the year ended March 31, 2017, an increase of 367,996, or 37.1%, from $992,620 for the year ended March 31,2016, primarily attributable to an increase of $110,000 of management fee income and advertising fee income charged to non-related third-party stores basedon sale volume, $200,000 of insurance claims due to the fire accident in Ming store and $63,000 sublease rental income for our retail space. Income Taxes Provision NYM is subject to U.S. federal and state income taxes. Income taxes provision was $1.7 million for the year ended March 31, 2017, a decrease of$1.4 million, or 45.1%, compared to $3.0 million for the year ended March 31, 2016, which was mainly attributable the decrease in taxable income. Theeffective income tax rate was 52.0% for the years ended March 31, 2017 and 2016. The federal tax rate was 34% and state and local income tax rates were12% for the years ended March 31, 2017 and 2016. 36  Net Income For the years ended March 31, Changes 2017 2016 $ % Net income $1,550,374 $3,641,009 $(2,090,635) -57.4%Net Profit Margin 1.2% 2.8% -1.6% Net Income was $1.6 million for the year ended March 31, 2017, a decrease of $2.1 million, or 57.4%, from $3.6 million for the year ended March31, 2016, mainly attributable to the increase of selling, general and administrative expenses as described above as well as decrease in net sales for Ming storeas result of the parking issue and disruption of the business by the fire. Net profit margin as percentage of sales was 1.2% and 2.8% for the years ended March31, 2017 and 2016, respectively. Adjusted EBITDA For the years ended March 31, Changes 2017 2016 $ % Net income $1,550,374 $3,641,009 $(2,090,635) -57.4%Interest expenses 303,894 215,494 88,400 41%Income tax provision 1,656,334 3,016,874 (1,360,540) -45.1%Depreciation 1,562,043 1,397,031 165,012 11.8%Amortization 178,957 133,334 45,623 34.2%Merger expenses(1) 992,116 — 992,116 — Adjusted EBITDA $6,243,718 $8,403,742 $(2,160,024) -25.7%Percentage of sales 4.8% 6.4% -1.6% (1)Merger expenses were professional fees paid to a financial advisor, legal counsel and auditors in connection with the business combinationtransaction with E-Compass, which are non-recurring expenses and added back for adjusted EBITDA. Adjusted EBITDA was $6.2 million for the year ended March 31, 2017, a decrease of $2.2 million, or 25.7%, as compared to $8.4 million for the yearended March 31, 2016, mainly attributable to the decrease of net income resulting from the decrease of net sales at Ming Store due to unexpected businessdisruption and increase of selling, general and administrative expenses as described above. The ratio of Adjusted EBITDA to sales was 4.8% and 6.4% for theyears ended March 31, 2017 and 2016, respectively. Liquidity and Capital Resources As of March 31, 2017, iFresh had cash and cash equivalents of approximately $2.5 million. iFresh had funded working capital and other capitalrequirements in the past primarily by equity contribution from shareholders, cash flow from operations, and bank loans. Cash is required to pay purchasecosts for inventory, rental, salaries, office rental expenses, income taxes, other operating expenses and repay debts. Although iFresh’s management believesthat the cash generated from operations will be sufficient to meet its normal working capital needs for at least the next twelve months, its ability to repay itscurrent obligation will depend on the future realization of its current assets. iFresh’s management has considered the historical experience, the economy,trends in the retail industry, the expected collectability of the accounts receivables and the realization of the inventories as of March 31, 2017. NYM’s abilityto continue to fund these items may be affected by general economic, competitive and other factors, many of which are outside of our control. If the futurecash flow from operations and other capital resources are insufficient to fund its liquidity needs, iFresh may be forced to reduce or delay its expected newstore acquisition and openings, sell assets, obtain additional debt or equity capital or refinance all or a portion of its debt. Our working capital positionbenefits from the fact that it generally collects cash from sales to customers the same day or, in the case of credit or debit card transactions, within a fewbusiness days of the related sale and the quick inventory turnover. 37  For the year ended March 31, 2018, iFresh is projecting that it would need approximately $50 million of capital in addition to its cash flow in placeto fully execute the planned acquisitions, online platform development and new-store openings. We have $14 million of advances and receivable from the related parties we intend to acquire, which will be used to offset part of the acquisitionconsideration. In addition, we had $10 million of unused credit line from Key Bank, which includes a revolving credit of $5,000,000 for making advance andissuance of letter of credit, and $5,000,000 of delayed draw term loan. We also plan to issue additional stock in lieu of cash as part of the acquisitionconsideration and plan to raise additional capital through sales of our stock if necessary. We intend to use part of the cash generated from our operations tofund our online sales initiative. If we are not able to turn over our inventory and collect our receivables in time as it has done in the past, Mr. Long Deng, themajority shareholder and Chief Executive Officer of iFresh, has indicated that he will personally fund iFresh’s operations as needed. Based on the aboveconsiderations, iFresh’s management is of the opinion that iFresh has sufficient funds to meet its working capital requirements, capital expenditure and debtobligations as they become due. The following table summarizes iFresh’s cash flow data for the years ended March 31, 2017 and 2016. For the years ended March 31, 2017 2016 Net cash provided by operating activities $2,574,005 $8,018,462 Net cash used in investing activities (10,590,959) (7,329,227)Net cash provided by (used in) financing activities 9,973,534 (632,191)Net (decrease) increase in cash and cash equivalents $1,956,580 $57,044 Operating Activities Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation, changes in deferredincome taxes and loss on early extinguishment of debt, and the effect of working capital changes. Net cash provided by operating activities wasapproximately $2.6 million for the year ended March 31, 2017, a decrease of $5.4 million, or 68%, compared to $8.0 million for the year ended March 31,2016. The decrease was a result of a decrease of cash generated from net income of $2.1 million, an increase of $3.3 million from change of working capitalmainly resulting from an increase in inventory and decrease of tax payable, offset by the increase of accounts payable. . Investing Activities Net cash used in investing activities was approximately $10.6 million for the year ended March 31, 2017, an increase of $3.2 million, compared to$7.3 million for the year ended March 31, 2016. The increase was primarily attributable to the increase in advances to related parties with the intention ofconverting these advances into deposits on the purchase price upon acquisitions of these entities Pursuant to the option agreement being entered into at theclosing of the transaction between NYM and E-Compass. Financing Activities Net cash provided by financing activities was approximately $10 million for the year ended March 31, 2017, which mainly consisted of net cashflow from borrowing bank loans of $11.2 million. Net cash used in financing activities was $0.6 million for the year ended March 31, 2016, which mainlyconsisted of $1.1 million of repayment of a loan due to Mr. Long Deng, the majority shareholder and the Chief Executive Officer of iFresh, offset by $0.8million of net cash received from borrowing on loans and notes payable. Commitments and Contractual Obligations The following table presents the Company’s material contractual obligations as of March 31, 2017: Contractual Obligations (unaudited) Total Less than1 year 1-3 years 3-5 years More than5 years Bank Loans $13,924,406 $1,144,568 $2,400,206 $10,379,632 — Estimated interest payments on bank loans 1,521,826 387,034 662,997 471,795 — Notes payable 641,954 262,578 297,454 79,660 2,262 Capital lease obligations 111,283 51,376 46,354 13,553 — Operating Lease Obligations(1) 91,141,899 6,689,052 13,780,272 13,784,931 56,887,644 $107,341,368 $8,534,608 $17,187,283 $24,729,571 $56,889,906 (1)Operating lease obligations do not include common area maintenance, utility and tax payments to which iFresh is obligated, which is estimated to beapproximately 50% of operating lease obligation. 38  Off-balance Sheet Arrangements iFresh is not a party to any off-balance sheet arrangements. Critical Accounting Estimates The discussion and analysis of iFresh’s financial condition and results of operations are based upon its financial statements, which have beenprepared in accordance with GAAP. These principles require iFresh’s management to make estimates and judgments that affect the reported amounts of assets,liabilities, sales and expenses, cash flow and related disclosure of contingent assets and liabilities. The estimates include, but are not limited to, revenuerecognition, inventory valuation, impairment of long-lived assets, and income taxes. iFresh bases its estimates on historical experience and on various otherassumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are materialdifferences between these estimates and the actual results, future financial statements will be affected. iFresh’s management believes that among their significant accounting policies, which are described in Note 3 to the audited consolidated financialstatements of iFresh included in this Form 10-K, the following accounting policies involve a greater degree of judgment and complexity. Accordingly,iFresh’s management believes these are the most critical to fully understand and evaluate its financial condition and results of operations. Revenue Recognition For retail sales, revenue is recognized at the point of sale. Discounts provided to customers at the time of sale are recognized as a reduction in salesas the discounted products are sold. Sales taxes are not included in revenue. Proceeds from the sale of coupons are recorded as a liability at the time of sale,and recognized as sales when they are redeemed by customers. For wholesales sales, revenue is recognized at the date of shipment to customers when a formalarrangement exists, the price is fixed or determinable, the delivery is completed, the Company has no other obligations and collectability is reasonablyassured. Payments received before all of the relevant criteria for revenue recognition are recorded as customer deposits. Inventories Inventories consist of merchandise purchased for resale, which are stated at the lower of cost or market. The cost method is used for wholesale andretail perishable inventories by assigning costs to each of these items based on a first-in, first-out (FIFO) basis (net of vendor discounts). The Company’s wholesale and retail non-perishable inventory is valued at the lower of cost or market using weighted average method. Impairment of Long-Lived Assets iFresh assesses its long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changesin circumstances indicate that the carrying amount of an asset group may not be recoverable. The Company groups and evaluates long-lived assets forimpairment at the individual store level, which is the lowest level at which independent identifiable cash flows are available. Factors which may indicatepotential impairment include a significant underperformance relative to the historical or projected future operating results of the store or a significantnegative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to thefuture undiscounted cash flows expected to be generated by that asset. If impairment is indicated, a loss is recognized for any excess of the carrying valueover the estimated fair value of the asset group. The fair value is estimated based on the discounted future cash flows or comparable market values, ifavailable. 39  Income Taxes iFresh must make certain estimates and judgments in determining income tax expense for financial statement purposes. The amount of taxescurrently payable or refundable is accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable todifferences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are alsorecognized for realizable loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal yearin which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for a change in income tax ratesis recognized in income in the period that includes the enactment date. iFresh apply the provisions of the authoritative guidance on accounting for uncertainty in income taxes that was issued by the Financial AccountingStandards Board, or FASB. Pursuant to this guidance, and may recognize the tax benefit from an uncertain tax position only if it is more likely than not thatthe tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in theconsolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of beingrealized upon ultimate settlement. The authoritative guidance also addresses other items related to uncertainty in income taxes, including derecognition,measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Recently Issued Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2015-16, “BusinessCombinations: Simplifying the Accounting for Measurement Period Adjustments”. ASU No. 2015-16 requires that an acquirer recognize adjustments toprovisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. For publicbusiness entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim reporting periods withinthose fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim reportingperiods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively to adjustments to provisionalamounts that occur after the effective date of this ASU. Earlier application is permitted. The Company does not expect the adoption of this guidance to have amaterial effect on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. ASU No.2015-17 requires that deferred income tax liabilities and assets be classified as noncurrent in the balance sheet. For public business entities, the amendmentsin this ASU are effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. For all other entities,the amendments in this ASU are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning afterDecember 15, 2018. Earlier application is permitted. The amendments in this ASU may be applied prospectively to all deferred tax liabilities and assets orretrospectively to all periods presented. The Company has adopted this guidance.. In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizinglease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 creates a new ASC 842"Leases" to replace the previous ASC 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to theprevious model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09.For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periodswithin those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interimreporting periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the effects, if any, of theadoption of this revised guidance on its consolidated financial statements 40  In March 2016, the FASB issued ASU No. 2016-04, “Liabilities-Extinguishments of Liabilities (Subtopic 405-20): Recognition of breakage forcertain prepaid stored-value products.” ASU No. 2016-04 provides a narrow scope exception to the guidance in Subtopic 405-20 to require that stored-valuebreakage be accounted for consistently with the breakage guidance in Topic 606. The amendments in this update contain specific guidance for de-recognition of prepaid stored-value product liabilities, thereby eliminating the current and potential future diversity. This guidance will be effective for theCompany for its fiscal year 2019, with early adoption permitted. The Company expects that the adoption of this ASU would not have a material impact onthe Company’s consolidated financial statements. In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SECGuidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”, Theamendments rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force (EITF) meeting.Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: 1) Revenue and Expense Recognitionfor Freight Services in Process, which is codified in paragraph 605-20-S99-2; 2) Accounting for Shipping and Handling Fees and Costs, which is codified inparagraph 605-45-S99-1; 3) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products), which is codifiedin paragraph 605-50-S99-1; 4) Accounting for Gas-Balancing Arrangements (i.e., use of the “entitlements method”), which is codified in paragraph 932-10-S99-5, which is effective upon adoption of ASU 2014-09. The Company expects that the adoption of this ASU would not have a material impact on theCompany’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and CashPayments" ("ASU 2016-15"), which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified inthe statement of cash flows under Topic 230. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within thosefiscal years. Early adoption is permitted, including adoption in an interim period. The Company expects that the adoption of this ASU would not have amaterial impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, whichrequires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For publicbusiness entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reportingperiods within those annual reporting periods. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning afterDecember 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The amendments inthis ASU should be adopted on a modified retrospective basis. The Company does not expect that adoption of this guidance will have a material impact onits consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under CommonControl”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certainsituations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primarybeneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interestsin the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entitiesfor fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective forfiscal years beginning after December 15, 2016, and interim reporting periods within fiscal years beginning after December 15, 2017. Early adoption ispermitted. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and relateddisclosures. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows: Restricted Cash". The amendments address diversity in practicethat exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companiesfor fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the amendments are effective forfiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted,including an adoption in an interim period. The amendments in this update should be applied using a retrospective transition method to each periodpresented. The adoption of this ASU on the statement of cash flows will increase cash and cash equivalents by the amount of the restricted cash on theCompany’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". Theamendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactionsshould be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not abusiness. If the screen is not met, the amendments in this ASU first require that to be considered as a business, a set must include, at a minimum, an input anda substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participantcould replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periodswithin those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods withinannual periods beginning after December 15, 2019. The Company does not expect that adoption of this guidance will have a material impact on itsconsolidated financial statements. 41  ITEM 7 A. Quantitative and Qualitative Disclosures about Market Risk As of March 31, 2017, we were not subject to any market or interest rate risk. The net proceeds of our initial public offering, including amounts inthe trust account, have been invested in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money marketfunds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in U.S. treasuries.Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. ITEM 8 Financial Statements and Supplementary Data Consolidated Financial Statements The information required by Item 8 appears after the signature page to this report. Please refer to F-1 to F-21 of this document. ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures On March 28, 2016, UHY LLP (“UHY”) resigned as the independent registered public accountants of the Company. The Company subsequentlyappointed Friedman LLP as the Company’s new independent registered public accountants, which appointment was approved by the Company’s auditcommittee. UHY’s report on the financial statements of the Company for the year ended December 31, 2015 and the period from September 23, 2014 toDecember 31, 2014 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, oraccounting principles except that the reports of UHY accompanying such financial statements were qualified as to the Company’s ability to continue as agoing concern. For the year ended December 31, 2015 and the period from September 23, 2014 to December 31, 2014 and the subsequent interim period precedingUHY’s resignation, there were no disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure, or auditingscope or procedure, which disagreements, if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject matter of thedisagreements in connection with its report. For the year ended December 31, 2015 and the period from September 23, 2014 to December 31, 2014 and the subsequent interim period precedingUHY’s resignation, there were no “reportable events” (as described in paragraph 304(a)(1)(v) of Regulation S-K). The Company provided UHY with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Current Report on Form 8-K.The Company requested UHY to furnish a letter addressed to the Commission, attached hereto as Exhibit 16, stating whether it agrees with such disclosures,and, if not, stating the respects in which it does not agree. For the year ended December 31, 2015 and the period from September 23, 2014 to December 31, 2014 and the subsequent interim period precedingFriedman LLP’s engagement, the Company has not consulted with Friedman LLP regarding either: (i) the application of accounting principles to a specifiedtransaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter thatwas either the subject of a disagreement or reportable event identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-K. 42  ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial andaccounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2017, as such term is defined inRules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accountingofficer have concluded that our disclosure controls and procedures were not effective as of March 31, 2017, due to our lack of experience being a publiccompany and lack of professional staffs with adequate knowledge of SEC’s rules and requirements. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated andcommunicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, asappropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting On February 10, 2017, we consummated the Transactions described above and acquired iFresh that comprises all of the operations of the Companyas of March 31, 2017. As a result of the acquisition, we were not required to conduct an evaluation of the internal controls of this business in ourmanagement’s report under Section 404 for the fiscal year ended March 31, 2017. Were we required to conduct an evaluation, however, management’s reportwould have been limited to addressing an evaluation of the internal controls of E-Compass Acquisition Corp. (“E-Compass”) prior to the acquisition of NYMin the business combination. The internal controls of E-Compass existing prior to the acquisition related to (i) our reporting as a blank check publiccompany; and (ii) the management of the trust fund, which was E-Compass’s only material asset prior to the acquisition, which trust fund ceased to exist as ofthe closing of the Transactions. We do not believe that these controls are relevant to our financial reporting on March 31, 2017 and going forward and thusan evaluation and assessment of the effectiveness of those controls would not be useful, or meaningful to our shareholders. As a result, we have not included amanagement’s report on internal control over financial reporting as of March 31, 2017. Attestation Report of the Registered Public Accounting Firm For the reasons set forth above, we have determined that we are not required to prepare a management’s report on internal control over financialreporting as of March 31, 2017. Accordingly, an attestation report from our registered public accounting firm is not applicable. Changes in Internal Controls over Financial Reporting In connection with the Transactions on February 10, 2017, we adopted changes to our internal control over financial reporting relating to the newbusiness we are operating. As result of the significance of the acquired business to our operations, these changes are reasonably likely to have a materialeffect on the Company’s internal control over financial reporting. The Company established a policy during the fiscal year ended March 31, 2017 that management will use independent consultant for properaccounting treatment to ensure that complicated transactions, such as equity financing and business combinations, are recorded accurately. ITEM 9B. Other Information. There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K but notreported. 43  PART III ITEM 10 Directors, Executive Officers and Corporate Governance Set forth below is certain biographical information about each director and officer of the Company as of June 28, 2017, as well as, in the case of ourdirectors, information concerning the qualifications and experiences that led the board of directors to conclude that such individuals should serve asdirectors. iFresh’s directors and executive officers are as follows: Name Age PositionLong Deng 48 Chief Executive Officer, Chief Operating Officer and Chairman of the BoardAlfred Chung-Chieh Ying 52 Chief Financial OfficerLilly Deng 48 Vice President of Legal and Finance, and DirectorMei Deng 44 Vice President of Human ResourcesJianming You 58 DirectorMark Fang 49 DirectorHenry Chang-Yu Lee 77 Director Long Deng became our Chief Executive Officer, Chief Operating Officer and a director in February 2017 in connection with the closing of theTransactions. Mr. Deng is the founder of NYM and has served as Chief Executive Officer, Chief Operating Officer and Director of NYM for over 20 yearssince he started the business in 1995. From 1995 to the present, Mr. Deng has been the sole director of NYM, responsible for the strategy, operation, andfinancial planning of NYM. Under his leadership, NYM has developed into a well-recognized Chinese supermarket chain in north eastern U.S. Mr. Deng isthe husband of Mrs. Lilly Deng, who is a member of NYM board of directors effective upon consummation of the Business Combination. Apart from hisbusiness activities, Mr. Deng serves as the president of United States Chinese Chamber of Commerce and Co-Chair of New York State Republican Party’sFinance Committee. We believe Mr. Deng, Long’s qualification to sit on our board of directors includes his extensive knowledge of NYM and the Chinese supermarketindustry, his years of management and leadership experience in NYM and his connections in Chinese American business society. Lilly Deng became our Vice President of Legal and Finance and a directors in February 2017 in connection with the closing of the Transactions. Shejoined NYM in 1995 and is Co-founder of Strong America Ltd., the first wholesale facility of NYM. Mrs. Lilly Deng currently is Vice President of Legal andFinance and oversees iFresh’s finances. Mrs. Lilly Deng is in charge of supervising financial issues and compliance with regulations. She also led thedevelopment of internal logistics management program. Mrs. Deng attended Cambridge Business College in 1993. Mrs. Lilly Deng is the wife of Mr. LongDeng. We believe Mrs. Lilly Deng’s qualification to sit on our board of directors includes her knowledge of NYM, especially its wholesale business, herextensive expertise in company financial management, and established relationships with service providers. Mei Deng became our Vice President of Human Resources in February 2017 in connection with the closing of the Transactions. She has been theVice President of Human Resources of NYM since January 2016. She joined Strong America as a Sales Assistant in 1998 primarily in charge of customapplications for the import of goods and materials. Ms. Deng was promoted to General Manager of Strong America in 2008. She is the sister of Mr. Deng. Jianming You became our director in February 2017 in connection with the closing of the Transactions. Mr. You is a famous film and televisionproducer in China and has filmed over 1000 episodes of television dramas. Since 1993, Mr. You has served as Chairman of the Board and President of CHSMedia, a film producing, importing and distribution company founded in Guangzhou, China. Since 2015, Mr. You has been the Vice Chairman of Board ofWuhan DDMC Culture Co., Ltd (formerly Wuhan Double Co., Ltd., ticker SH600136), a public company listed on Shanghai Securities Exchange operatingin film production and distribution, phosphate ore trading, advertising production and distribution and student housing management. From 1985 to 1993 Mr.You worked as a director at Xiangxi TV, a director at Hunan TV Art Department and a producer and distributor at Zhongshan TV Art Center in China. Mr. Yugraduated from HuaiHua University in 1985 and later named as a tenured professor by the university. 44  We believe Mr. You’s qualification to sit on our board of directors include his seasoned professionalism in public company operation, knowledge ofadvertising and modern media and business connections. Mark Fang became our director in May 2017. Mr. Fang is a New York attorney and the present Director of the Department of Consumer Protectionin Westchester County. He previously served as the executive director of the Westchester County Human Rights Commission. Mr. Fang is also a former NewYork State Assistant Attorney General, Assistant District Attorney in Westchester County, and Counsel to the Consumer Affairs Committee of the New YorkCity Council. Mr. Fang is a commissioned officer in the United States Army Reserves holding the rank of Lieutenant Colonel and a veteran of the nation’swar on terrorism. We believe Mr. Fang’s qualifications to sit on our board of directors include his expertise and experience in law, regulatory and compliance systems,and issues in a full spectrum of organizations from industry to government to the military will greatly enhance the Board’s operations and oversight andbenefit our company as we expand our grocery operations and create long-term value for our shareholders. Henry Chang-Yu Lee became our director in February 2017 in connection with the closing of the Transactions. Mr. Lee is a Chinese-born Americanforensic scientist. He is one of the world’s foremost forensic scientists and founder of the Henry C. Lee Institute of Forensic Science. Mr. Lee is currently theChief Emeritus for Scientific Services for the State of Connecticut. Lee is an occasional lecturing professor of forensic science at the University of NewHaven, where he has helped to set up the Henry C. Lee Institute of Forensic Science and he is also a visiting professor at the East China University of PoliticalScience and Law. Previously, he had served as Connecticut’s Commissioner of Public Safety, the Director of the Connecticut State Police Forensic ScienceLaboratory, and as the state’s chief criminalist from 1979 to 2000. Mr. Lee graduated in 1960 from the Central Police College in Taiwan with a degree inPolice Science. In 1972, after coming to the United States to pursue his education, he earned a B.S. in Forensic Science from John Jay College of CriminalJustice in New York. He went on to study science and biochemistry at New York University and earned his M.S. in 1974 and Ph. D. in Biochemistry in 1975. We are honored to have Mr. Lee join our board. We believe Mr. Lee will provide the Company with invaluable social resources which would benefitthe Company’s expansion and development. Mr. You, Mr. Fang and Mr. Lee are independent directors. Mr. Fang will be Chairman of Audit Committee. Alfred Chung-Chieh Ying has served as our Chief Financial Officer since May 17, 2017. Mr. Ying served as investor relations director and senioradviser to the board of Safe-Run Machinery (Suzhou)Co. from December 2015 to January 2017, Overseas Investment Director for Union Life InsuranceCompany from October 2014 to September 2015, Vice President of equity research and investment banking at Piper Jaffrey Asia Securities Ltd./ChinaMinsheng Banking Corp. from September 2011 to September 2014, Vice President of investor relations and M&A at Daphne International Holdings Limitedfrom August 2007 to March 2011, Executive Vice President of equity research at Grand Cathay Securities from January 2005 to July 2007 and director, headof Asian technology research and head of Taiwan at BNP Paribas Peregrine Securities Ltd. from October 1998 to December 2004. Mr. Ying received hisMaster of Business Administration Degree from the University of New South Wales, Master of Science Degree in Mechanical Engineering from the NationalChiao Tung University, and Bachelor of Science Degree in Mechanical Engineering from the National Cheng Kung University. Board Leadership Structure and Role in Risk Oversight One person currently holds the positions of principal executive officer and chairman of the Board of Company. The Board does not have a policyon whether or not the roles of the Chief Executive Officer and Chairman should be separate. Instead, the Company’s By-Laws provide that the directors maydesignate a Chairman of the Board from among any of the directors. Accordingly, the Board reserves the right to vest the responsibilities of the ChiefExecutive Officer and Chairman in the same person or in two different individuals depending on what it believes is in the best interest of the Company. TheBoard has determined that the consolidation of these roles is appropriate because it allows Mr. Dengto bring a wider perspective to the deliberations of theBoard on matters of corporate strategy and policy. The Board believes that there is no single Board leadership structure that would be most effective in allcircumstances and therefore retains the authority to modify this structure to best address the Company’s and the Board’s then current circumstances as andwhen appropriate. 45  The Company’s management is responsible for identifying, assessing and managing the material risks facing the business. The Board and, inparticular, the Audit Committee are responsible for overseeing the Company’s processes for assessing and managing risk. Each of the Chief Executive Officerand Chief Financial Officer, with input as appropriate from other appropriate management members, report and provide relevant information directly to eitherthe Board and/or the Audit Committee on various types of identified material financial, reputational, legal, operational, environmental and business risks towhich the Company is or may be subject, as well as mitigation strategies for certain salient risks. In accordance with NASDAQ Capital Market requirementsand as set forth in its charter, the Audit Committee periodically reviews and discusses the Company’s business and financial risk management and riskassessment policies and procedures with senior management, the Company’s independent auditor. The Audit Committee reports its risk assessment functionto the Board. The roles of the Board and the Audit Committee in the risk oversight process have not affected the Board leadership structure. Although theboard has not formally designated a lead independent director, Mr. Fang, the chairman of the audit committee, has led the executive session of theindependent directors. The Board of Directors held no meetings from the closing of the Business Combination on February 10, 2017 through March 31, 2017, but acted bywritten consent three times. During fiscal year ended March 31, 2017, no director attended fewer than 75% of the meetings of the Board of Directors andBoard committees of which the director was a member. It is the policy of the Board of Directors that all directors should attend the annual meeting of stockholders in person or by teleconference. Last yearthe Company did not hold an annual meeting as its special meeting of stockholders held to approve its business combination included a proposal providingfor the election of directors. Audit Committee Effective August 12, 2015, we established an audit committee of the board of directors, which currently consists of Jianming You, Mark Fang andHenry Chang-Yu Lee, each of whom is an independent director under the NASDAQ’s listing standards. The audit committee’s duties, which are specified inour Audit Committee Charter, include, but are not limited to: ●reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommend to the boardwhether the audited financial statements should be included in our Form 10-K;●discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with thepreparation of our financial statements;●discussing with management major risk assessment and risk management policies;●monitoring the independence of the independent auditor;●verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible forreviewing the audit as required by law;●reviewing and approving all related-party transactions;●inquiring and discussing with management our compliance with applicable laws and regulations;●pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms ofthe services to be performed;●appointing or replacing the independent auditor;●determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements betweenmanagement and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;●establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controlsor reports which raise material issues regarding our financial statements or accounting policies; and●approving reimbursement of expenses incurred by our management team in identifying potential target businesses. 46  Financial Experts on Audit Committee The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under NASDAQlisting standards. NASDAQ listing standards define “financially literate” as being able to read and understand fundamental financial statements, including acompany’s balance sheet, income statement and cash flow statement. In addition, we must certify to NASDAQ that the committee has, and will continue to have, at least one member who has past employmentexperience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in theindividual’s financial sophistication. The board of directors has determined that Mark Fang qualifies as an “audit committee financial expert,” as definedunder rules and regulations of the SEC. Nominating Committee Effective August 12, 2015, we have established a nominating committee of the board of directors, which currently consists of Jianming You, MarkFang and Henry Chang-Yu Lee, each of whom is an independent director under NASDAQ’s listing standards. The nominating committee is responsible foroverseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by itsmembers, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that the persons to benominated: ●should have demonstrated notable or significant achievements in business, education or public service;●should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring arange of skills, diverse perspectives and backgrounds to its deliberations; and●should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. Compensation Committee Effective as of August 12, 2015, we established a compensation committee of the board of directors, which consists of Jianming You, Mark Fang andHenry Chang-Yu Lee, each of whom is an independent director under NASDAQ’s listing standards. The compensation committee’s duties, which arespecified in our Compensation Committee Charter, include, but are not limited to: ●reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (ifany) of our Chief Executive Officer’s based on such evaluation;●reviewing and approving the compensation of all of our other executive officers;●reviewing our executive compensation policies and plans;●implementing and administering our incentive compensation equity-based remuneration plans;●assisting management in complying with our proxy statement and annual report disclosure requirements;●approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers andemployees;●if required, producing a report on executive compensation to be included in our annual proxy statement; and●reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. 47  Notwithstanding the foregoing, as indicated below, no compensation of any kind, including finders, consulting or other similar fees, will be paid toany of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, theconsummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensationcommittee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initialbusiness combination. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered classof our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and tenpercent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. We believe that, during the year ended March 31,2017, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with, except that each of ourofficers and directors at the closing of the Business Combination filed a late Form 3 upon closing of the Business Combination. Code of Ethics On August 12, 2015, our board of directors adopted a code of ethics that applies to our executive officers, directors and employees. The code ofethics codifies the business and ethical principles that governs aspects of our business. We will provide a copy of our code of ethics to any person, uponrequest, without charge. Requests should be sent in writing to iFresh, Inc., 2-39 54th Avenue Long Island City, NY.ITEM 11. Executive Compensation Compensation Discussion and Analysis The Company’s executive compensation program for the named executive officers (NEOs) is administered by the Board of Directors. Background and Compensation Philosophy The Compensation Committee of our Board of Directors has not adopted or established a formal policy or procedure for determining the amount ofcompensation paid to our executive officers. No pre-established, objective performance goals or metrics have been used by the Compensation Committee indetermining the compensation of our executive officers. Elements of Compensation Some of our executive officers receive a base salary to compensate them for services rendered during the year. Our policy of compensating ourcertain executives with a cash salary has served the Company well. Because of our history of attracting and retaining executive talent, we do not believe it isnecessary at this time to provide our executives discretionary bonuses, equity incentives, or other benefits for the Company to continue to be successful. Base Salary and Bonus - The value of base salary and bonus for each our executive reflects his or her skill set and the market value of that skill set inthe sole discretion of the Board of Directors. 48  Equity Incentives - The Company and its subsidiaries have not established an equity based incentive program and have not granted stock basedawards as a component of compensation. In the future, we may adopt and establish an equity incentive plan pursuant to which awards may be granted if ourBoard of Directors determines that it is in the best interest of the Company and its stockholders to do so. Retirement Benefits - Our executive officers are not presently entitled to company-sponsored retirement benefits. Perquisites - We have not provided our executive officers with any material perquisites and other personal benefits and, therefore, we do not viewperquisites as a significant or necessary element of our executive’s compensation. Deferred Compensation - We do not provide our executives the opportunity to defer receipt of annual compensation. Summary Compensation Table The following Summary Compensation Table summarizes the total compensation accrued for our named executive officers in each of fiscal 2017and 2016 and should be read in conjunction with the Compensation Discussion and Analysis. Name and Principal Position Fiscal YearEndedMarch 31, Salary($) Bonus($) Stock andOptionAwardsNumber All OtherCompensation($) Total($) Long Deng 2017 717,170 — — — (Director, Chief Executive Officerand Chief Operating Officer) 2016 1,067,500 — — — 1,067,500 — Lilly Deng 2017 100,000 — — — (Vice President of Legal and Finance) 2016 115,960 — — — 115,960 — Mei Deng 2017 83,200 — — — (Vice President of Human Resources) 2016 83,100 — — — 83,100 Grants of Plan Based Awards None of iFresh’s named executive officers participate in or have account balances in any plan based award programs. Employment Agreements None of iFresh’s named executive officers have employment agreements with iFresh . Outstanding Equity Awards at Fiscal Year-End; Option Exercises and Stock Vested None of iFresh’s named executive officers has ever held options to purchase interests in it or other awards with values based on the value of itsinterests. 49  Pension Benefits None of iFresh’s named executive officers participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by it. Nonqualified Deferred Compensation None of iFresh’s named executive officers participate in or have account balances in nonqualified defined contribution plans or other deferredcompensation plans maintained by it. ITEM 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters The following tables sets forth information regarding the beneficial ownership of iFresh’s common stock as of June 28, 2017: ●each person known to iFresh who will be the beneficial owner of more than 5% of any class of its stock immediately after the BusinessCombination;●each of its officers and directors; and●all of its officers and directors as a group. Unless otherwise indicated, iFresh believes that all persons named in the table will have, immediately after the consummation of the BusinessCombination, sole voting and investment power with respect to all iFresh securities beneficially owned by them. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except asindicated by the footnotes below, iFresh believes, based on the information furnished to it, that the persons and entities named in the table below will have,immediately after the consummation of the Business Combination, sole voting and investment power with respect to all stock that they beneficially own,subject to applicable community property laws. All iFresh stock subject to options or warrants exercisable within 60 days of the consummation of theAcquisition are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the numberof shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for thepurpose of computing the percentage ownership of any other person. Subject to the paragraph above, percentage ownership of outstanding shares is based on 14,123,032 shares of iFresh common stock outstanding onJune 28, 2017. The table below assumes that no E-Compass ordinary shares have been redeemed. Name and Address of Beneficial Owner(1) Amount andNature ofBeneficialOwnership Percent ofClass Long Deng 11,556,000(3) 80.79%Mei Deng 20,000 * Lilly Deng 11,556,000(2)(3) 80.79%Jianming You 0 0 Mark Fang 0 0 Henry Chang-Yu Lee 0 0 All directors and executive officers as a group (seven individuals) 11,576,000 82.0% Five Percent Holders: Bluejet LLC 833,333 5.9% *Less than one percent.(1)Unless otherwise indicated, the business address of each of the individuals is c/o iFresh Inc. at 2-39 54th Avenue Long Island City, NY 11101.(2)Consists of shares beneficially owned by Long Deng, Mrs. Deng’s husband.(3)Consists of (i) 11,156,000 shares owned by Mr. Deng, (ii) 176,000 shares Mr. Deng has the right to vote pursuant to the terms of an Escrow Agreemententered into in connection with the Transactions, and (iii) 208,000 shares that Mr. Deng has the right to acquire pursuant to the terms of a purchaseagreement entered into with a third party seller.(4)Pursuant to a Schedule 13G filed by the beneficial owner dated February 28, 2017. Pursuant to such schedule, the address of the beneficial owner isC/O Lian Fang, Withers Bergman LLP, 430 Park Avenue, 10th Floor, New York, NY 10022 and Zengxi Hao is the authorized signatory for thebeneficial owner. 50  ITEM 13 Certain Relationships and Related Transactions, and Director Independence Management Fees, Advertising Fees and Sale of Non-Perishable and Perishable Products to Related Parties The following is a detailed breakdown of significant management fees, advertising fees and sale of products for the years ended March 31, 2017and2016to related parties which are directly or indirectly owned by Mr. Long Deng, the majority shareholder of iFresh, and not eliminated in the consolidatedfinancial statements. Year ended March 31, 2017Related Parties ManagementFees AdvertisingFees Non-Perishable &PerishableSales New York Mart, Inc. $46,170 $31,289 $2,832,018 Pacific Supermarkets Inc. 57,669 34,230 3,201,198 NY Mart MD Inc. 45,647 - 2,634,650 Spring Farm Inc. - - 6,114 Spicy Bubbles, Inc. - - 102,580 NYM Milford, LLC 79,320 Pine Court Chinese Bistro - - 169,813 149,486 $65,519 $9,050,553 Year ended March 31, 2016Related Parties ManagementFees AdvertisingFees Non-Perishable &PerishableSales New York Mart, Inc. $41,216 $21,768 $1,508,394 Pacific Supermarkets Inc. 53,648 25,656 3,251,159 NY Mart MD Inc. 19,981 - 1,014,874 Spring Farm Inc. - - 6,862 Spicy Bubbles, Inc. - - 100,994 Pine Court Chinese Bistro - - 320,994 $114,845 $47,424 $6,203,277 Long-Term Operating Lease Agreement with a Related Party iFresh leases a warehouse from a related party that is owned by Mr. Long Deng, the majority shareholder of iFresh, and will expire on April 30, 2026.Rent incurred to the related party was $698,000 and $588,000 for the fiscal years ended on March 31, 2017 and 2016, respectively. Due to a shareholder iFresh at times borrowed funds from Mr. Long Deng, the majority shareholder, before March 31, 2014 for working capital purposes. All balances duehad been paid off for the year ended March 31, 2016. 51  ITEM 14 Accountant Fees and Services On March 28, 2016, UHY LLP (“UHY”) resigned as the independent registered public accountants of the Company. The Company subsequentlyappointed Friedman LLP as the Company’s new independent registered public accountants. Aggregate fees billed to the Company by Friedman and theCompany’s previous principal independent accountants, during the last two fiscal years were as follows: Fees 2017 2016 Audit Fees(1) Friedman $300,000 $300,000 Audit Related Fees Friedman $10,000 $10,000 Total $310,000 $310,000 (1) Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review ofthe interim consolidated financial statements included in quarterly reports and services that are normally provided by our auditors in connection withstatutory and regulatory filings or engagements. Pre-Approval of Services In accordance with the SEC’s auditor independence rules, the Audit Committee has established the following policies and procedures by which itapproves in advance any audit or permissible non-audit services to be provided to the Company by its independent auditor. Prior to the engagement of the independent auditor for any fiscal year’s audit, management submits to the Audit Committee for approval lists ofrecurring audit, audit-related, tax and other services expected to be provided by the auditor during that fiscal year. The Audit Committee adopts pre-approvalschedules describing the recurring services that it has pre-approved, and is informed on a timely basis, and in any event by the next scheduled meeting, ofany such services rendered by the independent auditor and the related fees. The fees for any services listed in a pre-approval schedule are budgeted, and the Audit Committee requires the independent auditor and managementto report actual fees versus the budget periodically throughout the year. The Audit Committee will require additional pre-approval if circumstances arisewhere it becomes necessary to engage the independent auditor for additional services above the amount of fees originally pre-approved. Any audit or non-audit service not listed in a pre-approval schedule must be separately pre-approved by the Audit Committee on a case-by-case basis. Every request to adopt oramend a pre-approval schedule or to provide services that are not listed in a pre-approval schedule must include a statement by the independent auditors as towhether, in their view, the request is consistent with the SEC’s rules on auditor independence. 52  The Audit Committee will not grant approval for: ●any services prohibited by applicable law or by any rule or regulation of the SEC or other regulatory body applicable to the Company;●provision by the independent auditor to the Company of strategic consulting services of the type typically provided by management consultingfirms; or●the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the tax treatmentof which may not be clear under the Internal Revenue Code and related regulations and which it is reasonable to conclude will be subject toaudit procedures during an audit of the Company’s financial statements. Tax services proposed to be provided by the auditor to any director, officer or employee of the Company who is in an accounting role or financialreporting oversight role must be approved by the Audit Committee on a case-by-case basis where such services are to be paid for by the Company, and theAudit Committee will be informed of any services to be provided to such individuals that are not to be paid for by the Company. In determining whether to grant pre-approval of any non-audit services in the “all other” category, the Audit Committee will consider all relevantfacts and circumstances, including the following four basic guidelines: ●whether the service creates a mutual or conflicting interest between the auditor and the Company;●whether the service places the auditor in the position of auditing his or her own work;●whether the service results in the auditor acting as management or an employee of the Company; and●whether the service places the auditor in a position of being an advocate for the Company. PART IV ITEM 15 Exhibits, Financial Statements and Schedules (a) 1. Financial Statements – iFresh, Inc. and Subsidiaries The following are contained in this 2017 Form 10-K Report: ●Report of Independent Registered Public Accounting Firm. ●Consolidated Balance Sheets as of March 31, 2017 and 2016. ●Consolidated Statements of Income for the years ended March 31, 2017 and 2016. ●Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2017 and 2016. ●Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016. ●Notes to Consolidated Financial Statements. The Consolidated Financial Statements, Notes to the Consolidated Financial Statements and the Report of Independent Registered PublicAccounting Firm listed above are filed as part of this Report and are set forth on pages F-1 through F-22 immediately following the signature page of thisReport. (a) 2. Financial Statement Schedules None 53  (a) 3. Exhibits Exhibit No. Description2.1 Merger Agreement(1)3.1 Amended and Restated Certificate of Incorporation of iFreshInc.(2)3.2 Amended and Restated Bylaws of iFreshInc. .(2)4.1 Specimen Unit Certificate.(2)4.2 Specimen Ordinary Share Certificate.(2)4.3 Specimen Right Certificate.(2)4.4 Rights Agreement between Continental Stock Transfer & Trust Company and E-Compass(3)10.1 Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the E-Compass’s Initial Shareholders.(3)10.2 Registration Rights Agreement between the Company and certain security holders of E-Compass.(3)10.3 Form of Option Agreement(4)10.4 Form of Voting Agreement(5)10.5 Form of Registration Rights Agreement(6)16.1 Letter of UHY. dated April 1, 2016 (7)31.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2 Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1 Certification by Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.*99.1 Form of Audit Committee Charter. (6)99.2 Form of Nominating Committee Charter. (6)99.3 Form of Compensation Committee Charter.(6) * Filed herewith. (1)Incorporated by reference to E-Compass’s Current Report on Form 8-K dated July 25, 2016.(2)Incorporated by reference to iFresh’s Registration Statement on S-4/A dated December 9, 2016.(3)Incorporated by reference to E-Compass’s Current Report on Form 8-K dated August 12, 2015.(4)Incorporated by reference to Annex B to iFresh’s Registration Statement on Form S-4/A on December 16, 2016.(5)Incorporated by reference to Annex C to iFresh’s Registration Statement on Form S-4/A on December 16, 2016.(6)Incorporated by reference to E-Compass’s Registration Statement on S-1/A on July 24, 2015.(7)Incorporated by reference to E-Compass’s Current Report on Form 8-K dated April 1, 2016. 54  SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the Registrant has duly caused this Report to be signed on itsbehalf by the undersigned thereunto duly authorized. Date: June 29, 2017By:/s/ Long Deng By: Long Deng Title: Chief Executive Officer and Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of theRegistrant and in the capacities and on the dates indicated. Dated: June 29, 2017By:/s/ Long Deng Name:Long Deng Title:Chief Executive Officer , Chief Operating Officer andChairman (Principal Operating Officer) Date: June 29, 2017By:/s/ Alfred Chung-Chieh Ying Name:Alfred Chung-Chieh Ying Title:Chief Financial Officer (Principal Accounting and Financial Officer) Dated: June 29, 2017By:/s/ Lilly Deng Name:Lilly Deng Title:Director Dated: June 29, 2017By:/s/ Jianming You Name:Jianming You Title:Director Dated: June 29, 2017By:/s/ Mark Fang Name:Mark Fang Title:Director Dated: June 29, 2017By:/s/ Henry Chang-Yu Lee Name:Henry Chang-Yu Lee Title:Director 55  iFRESH, INC AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting FirmF-2Consolidated Financial Statements:Consolidated Balance Sheets as of March 31, 2017 and 2016F-3Consolidated Statements of Income for the years ended March 31, 2017 and 2016F-4Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2017 and 2016F-5Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016F-6Notes to Consolidated Financial StatementsF-7 – F-22 F-1  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and ShareholdersiFresh, Inc. We have audited the accompanying consolidated balance sheets of iFresh, Inc. and Subsidiaries (collectively, the “Company”) as of March 31, 2017 and2016, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the two-year period ended March 31,2017. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationof internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An auditalso includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofMarch 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2017, in conformitywith accounting principles generally accepted in the United States of America. /s/ Friedman LLPNew York, NY June 29, 2017 F-2  iFRESH INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS March 31, March 31, 2017 2016 ASSETS Current assets: Cash and cash equivalents $2,508,362 $551,782 Accounts receivable, net 2,272,011 1,814,533 Inventories, net 9,796,984 8,200,557 Prepaid expenses and other current assets 981,017 473,608 Advances to related parties 14,852,083 - Total current assets 30,410,457 11,040,480 Property and equipment, net 9,290,674 9,770,382 Intangible assets, net 1,300,001 1,433,333 Security deposits 912,346 925,477 Deferred income taxes 86,799 - Advances to related parties - 5,368,002 Total assets $42,000,277 $28,537,674 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $12,364,071 10,545,342 Deferred revenue 206,737 145,497 Bank loans, current, net 1,144,568 30,185 Notes payable, current 262,578 208,059 Capital lease obligations, current 51,376 48,303 Accrued expenses 730,392 1,026,871 Taxes payable 1,769,398 1,693,872 Other payables, current 501,213 654,175 Total current liabilities 17,030,333 14,352,304 Bank loans, non-current, net 12,779,838 3,561,609 Notes payable, non-current 379,376 424,291 Capital lease obligations, non-current 59,907 40,468 Deferred rent 5,424,134 4,930,154 Other payables, non-current 34,800 37,800 Deferred income taxes, net - 79,422 Total liabilities 35,708,388 23,426,048 Commitments and contingencies Shareholders’ equity Preferred shares, $.0001 par value, 1,000,000 shares authorized; none issued. - - Common stock, $0.0001 par value; 100,000,000 shares authorized, 14,103,033 and 12,000,000 shares issued andoutstanding as of March 31, 2017 and 2016, respectively 1,410 1,200 Additional paid-in capital 9,075,025 9,445,346 Accumulated deficit (2,784,546) (4,334,920)Total shareholders’ equity 6,291,889 5,111,626 Total liabilities and shareholders’ equity $42,000,277 28,537,674 See accompanying notes to the consolidated financial statements F-3  iFRESH INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME For the years ended March 31, March 31, 2017 2016 Net sales $121,826,207 $125,021,947 Net sales-related parties 9,050,553 6,203,277 Total net sales 130,876,760 131,225,224 Cost of sales 87,610,153 91,738,333 Cost of sales-related parties 8,162,545 5,520,917 Occupancy costs 7,219,860 7,367,155 Gross profit 27,884,202 26,598,819 Selling, general and administrative expenses 25,734,216 20,718,062 Income from operations 2,149,986 5,880,757 Interest expense, net (303,894) (215,494)Other income 1,360,616 992,620 Income before income taxes 3,206,708 6,657,883 Income tax provision (1,656,334) (3,016,874)Net income $1,550,374 $3,641,009 Net income per share: Basic $0.13 $0.30 Diluted $0.13 $0.30 Weighted average shares outstanding: Basic 12,282,325 12,000,000 Diluted 12,282,325 12,000,000 See accompanying notes to the consolidated financial statements F-4  iFRESH INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYFor the years ended March 31, 2017 and 2016 Preferred Stock Common Stock AdditionalPaid-in Accumulated Shares Amount Shares amount Capital Deficit Total Balances at March 31, 2015 - $- 12,000,000 $1,200 $9,445,346 $(7,975,929) $1,470,617 Net income - - - - - 3,641,009 3,641,009 Balances at March 31, 2016 - - 12,000,000 1,200 $9,445,346 $(4,334,920) 5,111,626 Shares issued in connection with thereverse acquisition - - 2,103,033 210 (370,321) - (370,111)Net income - - - - - 1,550,374 1,550,374 Balances at March 31, 2017 - $- 14,103,033 $1,410 $9,075,025 $(2,784,546) $6,291,889 The accompanying notes are an integral part of these consolidated financial statements. F-5  iFRESH INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended March 31, March 31, 2017 2016 Cash flows from operating activities Net income $1,550,374 $3,641,009 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 1,562,043 1,397,031 Amortization expense 178,957 133,334 Allowance for bad debt - 26,931 Deferred income taxes (166,221) 1,102,505 Loss on disposal of property and equipment - 36,454 Changes in operating assets and liabilities: Accounts receivable (457,478) 231,916 Inventories (1,596,427) 1,516,342 Prepaid expenses and other current assets (507,409) 52,897 Security deposits 13,131 (182,698)Accounts payable 1,818,729 (1,691,824)Deferred revenue 61,240 45,903 Accrued expenses (296,479) (227,461)Taxes payable 75,526 1,459,942 Deferred rent 493,980 600,681 Other liabilities (155,961) (124,500)Net cash provided by operating activities 2,574,005 8,018,462 Cash flows from investing activities Advances to related parties (9,854,432) (5,368,002)Acquisition of property and equipment (736,767) (1,961,225)Cash proceeds from acquisition of E-Compass 240 - Net cash used in investing activities (10,590,959) (7,329,227)Cash flows from financing activities Payments on amount due to shareholder - (1,124,407)Borrowings against Term loan 15,000,000 - Borrowings against lines of credit 200,000 3,612,138 Repayments on term loan (3,791,795) - Repayments on lines of credit borrowings (208,719) (2,884,464)Borrowings on notes payable - 167,658 Repayments on notes payable (258,254) (335,139)Payments on capital lease obligations (55,198) (67,977)Payment for debt issuance cost (912,500) - Net cash provided by (used in) financing activities 9,973,534 (632,191)Net increase in cash and cash equivalents 1,956,580 57,044 Cash and cash equivalents at beginning of the year 551,782 494,738 Cash and cash equivalents at the end of the year $2,508,362 $551,782 Supplemental disclosure of cash flow information Cash paid for interest $304,483 $218,619 Cash paid for income taxes $1,747,028 $461,435 Supplemental disclosure of non-cash investing and financing activities Capital expenditures funded by capital lease obligations $345,567 $6,993 See accompanying notes to the consolidated financial statements F-6  iFRESH INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Description of Business Organization and General iFresh Inc. (“iFresh”) is a Delaware company incorporated in July 2016 in order to reincorporate E-Compass Acquisition Corp. (“E-Compass”) toDelaware pursuant to the Merger Agreement (as defined below under “Redomestication”). E-Compass was incorporated in Cayman Islands on September 23,2014 as a blank check company whose objective is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizationor other similar business combination with one or more businesses or entities, or entering into contractual arrangements that gives E-Compass control oversuch a target business (a “Business Combination”). Redomestication On July 25, 2016, iFresh entered into the Merger Agreement with E-Compass , iFresh Merger Sub Inc. (“Merger Sub”), a Delaware corporation andwholly owned subsidiary of iFresh, and NYM Holding, Inc. (“NYM”), the stockholders of NYM, and Long Deng, as representative of the stockholders ofNYM. Pursuant to the terms of the Merger Agreement, on February 10, 2017, E-Compass would merge with and into iFresh in order to redomesticate E-Compass into Delaware (the “Redomestication Merger”). At the time of the Redomestication, each E-Compass ordinary share was converted into one share ofcommon stock of iFresh and each E-Compass Right was converted into one substantially equivalent right (“iFresh Right”) to receive one-tenth (1/10) of ashare of iFresh common stock on the consummation of the Business Combination. In connection with the Redomestication, E-Compass ceased to exist andiFresh is the surviving corporation and successor registrant that will continue to file reports under Section 12(b) of the Securities Exchange Act of 1934. Business Combination On February 10, 2017, after the Redomestication Merger, Merger Sub merged with and into NYM, resulting in NMY being a wholly ownedsubsidiary of iFresh (the “Merger”). The transaction constituted as a business combination. iFresh closed the business combination by paying NYM’sstockholders an aggregate of: (i) $5 million in cash, plus, (ii) 12,000,000 shares of iFresh’s common stock (the deemed value of the shares in the MergerAgreement) as consideration. At closing, iFresh also executed an option agreement to acquire up to additional four supermarkets prior to March 31, 2017 foraggregate consideration of $10 million in cash, less any advances or receivables owed to the Company (see Note 6). The acquisition of these foursupermarkets was delayed and now is expected to be completed by August 31, 2017. In connection with the closing, holders of 1,937,967 of the Company’s ordinary shares elected to redeem their shares and iFresh paid $20,154,857($10.40 per share in accordance with Redemption Clause) in connection with such redemption. Also on February 10, 2017, iFresh repurchased 1,500,000 ofsuch non-redeemable shares promptly at a purchase price of $10.00 per share according to an agreement with Handy Global Limited signed on January 11,2017. On February 10, 2017, iFresh entered into an agreement to repurchasee 200,000 shares of its common stock from Lodestar Investment HoldingsCorporation for $200.00. At the closing of the Redomestication Merger: (i) one share of iFresh common stock for each share of E-Compass common stock,resulting in 1,872,033 non-redeeming E-Compass common stock being converted into iFresh common stock; (ii) Each ten E-Compass rights were convertedinto one share of common stock of iFresh, resulting in 4,310,010 E-Compass rights automatically converted into 431,000 shares of the iFresh’s commonstock. Prior to the closing of the Redomestication Merger and Business Combination, there were 5,310,000 shares of E-Compass shares issued andoutstanding. After the redemption of 1,937,967 shares, the repurchase of 1,700,000 shares and the conversion of 4,310,010 E-Compass rights into 431,000shares, there were 2,103,033 shares of E-Compass’s common stock being re-domesticated into the iFresh’s common stock. With the new issuance of the12,000,000 share of iFresh’s common stock in connection with the Business Combination, there were a total of 14,103,033 shares of iFresh’s common stockissued and outstanding as of March 31, 2017. The above-mentioned business combination with NYM will be accounted for as a reverse acquisition at the date of the consummation of thetransaction since the shareholders of NYM own at least 83.9% of the outstanding ordinary shares of iFresh immediately following the completion of thetransaction. Accordingly, NYM will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as arecapitalization of NYM. As a result, following the Business Combination, the historical financial statements of NYM and its subsidiaries are treated as thehistorical financial statements of the combined company. Accordingly, the assets and liabilities and the historical operations that will be reflected in theiFresh financial statements after consummation of the transaction will be those of NYM and will be recorded at the historical cost basis of NYM. NYM’sassets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of iFresh upon consummation of thetransaction. F-7  iFresh, NYM and its subsidiaries (herein collectively referred to as the “Company” ) is an Asian/Chinese supermarket chain with multiple retaillocations and its own distribution operations, all located along the East Coast of the United States. The Company offers seafood, vegetables, meat, fruit,frozen goods, groceries, and bakery products through its retail stores. 2. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ofAmerica (“U.S. GAAP”). The consolidated financial statements include the financial statements of iFresh, NYM and its subsidiaries. All materialintercompany accounts and transactions have been eliminated in consolidation. The Company has two reportable and operating segments. The Company’s Chief Executive Officer is the Chief Operating Decision Maker(“CODM”). The CODM bears ultimate responsibility for, and is actively engaged in, the allocation of resources and the evaluation of the Company’soperating and financial results. 3. Summary of Significant Accounting Policies Significant Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates andassumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period. The Company’s critical accounting estimates included, but are not limitedto: allowance for estimated uncollectible receivables, inventory valuations, lease assumptions, impairment of long-lived assets, impairment of intangibleassets, and income taxes. Actual results could differ from those estimates. Reclassification Certain prior period amounts have been reclassified to confirm the current period presentation. Restricted Cash Restricted cash represents cash held by depository banks in order to comply with the provisions of certain debt agreements. Accounts Receivable Accounts receivables consist primarily of uncollected amounts from customer purchases (primarily from the Company’s two distribution operations),credit card receivables, and food stamp vouchers and are presented net of an allowance for estimated uncollectible amounts. The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an accountbecomes unlikely, an allowance is recorded for that doubtful account. Once collection efforts have been exhausted, the account receivable is written offagainst the allowance. Inventories Inventories consist of merchandise purchased for resale, which are stated at the lower of cost or market. The cost method is used for wholesale andretail perishable inventories by assigning costs to each of these items based on a first-in, first-out (FIFO) basis (net of vendor discounts). The Company’s wholesale and retail non-perishable inventory is valued at the lower of cost or market using weighted average method. Operating Leases The Company leases retail stores, warehouse facilities and administrative offices under operating leases. Incentives received from lessors are deferredand recorded as a reduction of rental expense over the lease term using the straight-line method. Store lease agreements generally include rent escalationprovisions. The Company recognizes escalations of minimum rents as deferred rent and amortizes these balances on a straight-line basis over the term of thelease. F-8  Capital Lease Obligations The Company has recorded capital lease obligations for equipment leases at both March 31, 2017 and 2016. In each case, the Company was deemedto be the owner under lease accounting guidance. Further, each lease contains provisions indicating continuing involvement with the equipment at the endof the lease period. As a result, in accordance with applicable accounting guidance, related assets subject to the leases are reflected on the Company’sconsolidated balance sheets and amortized over the lesser of the lease term or their remaining useful lives. The present value of the lease payments associatedwith the equipment is recorded as capital lease obligations. Deferred financing costs The Company presents deferred financing costs as a reduction of the carrying amount of the debt rather than as an asset. Deferred financing costs areamortized over the term of the related debt using the effective interest method and reported as interest expense in the consolidated financial statements. Fair Value Measurements The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with U.S GAAP.This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; andmodel-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in the impairment analysis of intangible assets andlong-lived assets. Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, advances to related parties, accountspayable, deferred revenue and accrued expenses approximate fair value because of the short maturity of those instruments. Based on comparable open markettransactions, the fair value of the lines of credit and other liabilities, including current maturities, approximated their carrying value as of March 31, 2017 and2016, respectively. The Company’s estimates of the fair value of line of credit and other liabilities (including current maturities) were classified as Level 2 inthe fair value hierarchy. Revenue Recognition For retail sales, revenue is recognized at the point of sale. Discounts provided to customers at the time of sale are recognized as a reduction in salesas the discounted products are sold. Sales taxes are not included in revenue. Proceeds from the sale of coupons are recorded as a liability at the time of sale,and recognized as sales when they are redeemed by customers. For wholesales sales, revenue is recognized at the date of shipment to customers when a formalarrangement exists, the price is fixed or determinable, the delivery is completed, the Company has no other obligations and collectability is reasonablyassured. Payments received before all of the relevant criteria for revenue recognition are recorded as customer deposits. Recently Issued Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2015-16, “BusinessCombinations: Simplifying the Accounting for Measurement Period Adjustments”. ASU No. 2015-16 requires that an acquirer recognize adjustments toprovisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. For publicbusiness entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim reporting periods withinthose fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim reportingperiods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively to adjustments to provisionalamounts that occur after the effective date of this ASU. Earlier application is permitted. The Company does not expect the adoption of this guidance to have amaterial effect on its consolidated financial statements. F-9  In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. ASU No.2015-17 requires that deferred income tax liabilities and assets be classified as noncurrent in the balance sheet. For public business entities, the amendmentsin this ASU are effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. For all other entities,the amendments in this ASU are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning afterDecember 15, 2018. Earlier application is permitted. The amendments in this ASU may be applied prospectively to all deferred tax liabilities and assets orretrospectively to all periods presented. The Company has adopted this guidance. In February 2016, the FASB issued ASU No. 2016-02, "Leases” to increase transparency and comparability among organizations by recognizinglease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 creates a new ASC 842"Leases" to replace the previous ASC 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to theprevious model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09.For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim reporting periodswithin those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interimreporting periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is evaluating the effects, if any, of theadoption of this revised guidance on its consolidated financial statements In March 2016, the FASB issued ASU No. 2016-04, “Liabilities-Extinguishments of Liabilities (Subtopic 405-20): Recognition of breakage forcertain prepaid stored-value products.” ASU No. 2016-04 provides a narrow scope exception to the guidance in Subtopic 405-20 to require that stored-valuebreakage be accounted for consistently with the breakage guidance in Topic 606. The amendments in this update contain specific guidance for derecognitionof prepaid stored-value product liabilities, thereby eliminating the current and potential future diversity. This guidance will be effective for the Company forits fiscal year 2019, with early adoption permitted. The Company expects that the adoption of this ASU would not have a material impact on the Company’sconsolidated financial statements. In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SECGuidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”, Theamendments rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force (EITF) meeting.Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: 1) Revenue and Expense Recognitionfor Freight Services in Process, which is codified in paragraph 605-20-S99-2; 2) Accounting for Shipping and Handling Fees and Costs, which is codified inparagraph 605-45-S99-1; 3) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products), which is codifiedin paragraph 605-50-S99-1; 4) Accounting for Gas-Balancing Arrangements (i.e., use of the “entitlements method”), which is codified in paragraph 932-10-S99-5, which is effective upon adoption of ASU 2014-09. The Company expects that the adoption of this ASU would not have a material impact on theCompany’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and CashPayments" ("ASU 2016-15"), which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified inthe statement of cash flows under Topic 230. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within thosefiscal years. Early adoption is permitted, including adoption in an interim period. The Company expects that the adoption of this ASU would not have amaterial impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, whichrequires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. For publicbusiness entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim reportingperiods within those annual reporting periods. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning afterDecember 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The amendments inthis ASU should be adopted on a modified retrospective basis. The Company does not expect that adoption of this guidance will have a material impact onits consolidated financial statements. F-10  In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under CommonControl”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certainsituations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primarybeneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interestsin the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entitiesfor fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective forfiscal years beginning after December 15, 2016, and interim reporting periods within fiscal years beginning after December 15, 2017. Early adoption ispermitted. The Company does not expect that adoption of this guidance will have a material impact on its consolidated financial statements and relateddisclosures. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows: Restricted Cash". The amendments address diversity in practicethat exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companiesfor fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the amendments are effective forfiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted,including an adoption in an interim period. The amendments in this update should be applied using a retrospective transition method to each periodpresented. The adoption of this ASU on the statement of cash flows will increase cash and cash equivalents by the amount of the restricted cash on theCompany’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". Theamendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactionsshould be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not abusiness. If the screen is not met, the amendments in this ASU first, require that to be considered a business, a set must include, at a minimum, an input and asubstantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participantcould replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periodswithin those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods withinannual periods beginning after December 15, 2019. The Company does not expect that adoption of this guidance will have a material impact on itsconsolidated financial statements. No other new accounting pronouncements issued or effective had, or are expected to have, a material impact on the Company’s consolidatedfinancial statements. 4. Accounts Receivable A summary of accounts receivable, net is as follows: March 31, March 31, 2017 2016 Customer purchases $2,133,689 $1,748,562 Credit card receivables 134,177 127,314 Food stamps 62,900 88,576 Others 29,250 26,621 Total accounts receivable 2,360,016 1,991,073 Allowance for bad debt (88,005) (176,540)Accounts receivable, net $2,272,011 $1,814,533 F-11  5. Inventories A summary of inventories, net is as follows: March 31, March 31, 2017 2016 Non-perishables $8,339,787 $7,067,538 Perishables 1,535,777 1,193,725 Inventories 9,875,564 8,261,263 Allowance for slow moving or defective inventories (78,580) (60,706)Inventories, net $9,796,984 $8,200,557 6. Advances and receivables - related parties A summary of advances and receivables - related parties is as follows: Entities March 31, March 31, 2017 2016 New York Mart, Inc. $142,791 $124,264 New York Mart N. Miami Inc. 6,511,427 935,669 Pacific Supermarkets Inc. 591,404 993,294 NY Mart MD Inc. 4,165,339 2,293,992 New York Mart CT Inc. 871,966 - Advances - related parties $12,282,927 $4,347,219 New York Mart, Inc. 476,884 241,919 Pacific Supermarkets Inc. 604,469 259,604 NY Mart MD Inc. 1,426,303 519,260 New York Mart CT Inc. 61,500 - Receivables – related parties 2,569,156 1,020,783 Total advances and receivables – related parties $14,852,083 $5,368,002 The Company has advanced funds to related parties and accounts receivable due from the related parties with the intention of converting theseadvances and receivables into deposits towards the purchase price upon planned acquisitions of these entities, which are directly or indirectly owned by Mr.Long Deng, the majority shareholder and the Chief Operating Officer of the Company. The accounts receivable due from the related parties relate to the salesto these related parties (see Note 14). The advances and receivables are interest free, repayable on demand, and guaranteed by Mr. Long Deng. Most of theseentities are newly established and have limited or no operations since their inception. The Company originally expected to complete acquisitions of theseentities prior to March 31, 2017 but was delayed and now expects to complete the acquisition by August 31, 2017. F-12  7. Property and Equipment March 31, March 31, 2017 2016 Furniture, fixtures and equipment $12,112,418 $11,810,274 Automobiles 2,226,746 1,872,679 Leasehold improvements 2,082,214 1,653,743 Software 6,734 6,735 Total property and equipment 16,428,112 15,343,431 Accumulated depreciation and amortization (7,137,438) (5,573,049)Property and equipment, net $9,290,674 $9,770,382 Depreciation and amortization expense for the year ended March 31, 2017 and 2016 was $1,562,043 and $1,397,031, respectively. 8. Intangible Assets A summary of the activities and balances of intangible assets are as follows: Balance at Balance at March 31, March 31, 2016 Additions 2017 Gross Intangible Assets Acquired leasehold rights $2,500,000 $- $2,500,000 Total intangible assets $2,500,000 $- $2,500,000 Accumulated Amortization Total accumulated amortization $(1,066,667) $(133,332) $(1,199,999)Intangible assets, net $1,433,333 $(133,332) $1,300,001 Amortization expense was $133,332 and $ 133,334 for the years ended March 31, 2017 and 2016, respectively. Future amortization associated withthe net carrying amount of definite-lived intangible assets is as follows: Year Ending March 31, 2018 $133,333 2019 133,333 2020 133,333 2021 133,333 2022 133,333 Thereafter 633,336 Total $1,300,001 F-13  9. Debt A summary of the Company’s debt is as follows: March 31, March 31, 2017 2016 Lines of credit Bank of America - 3,492,695 Hong Kong and Shanghai Banking Corporation (“HSBC”) - 99,099 Total borrowings against lines of credit - 3,591,794 Less: current portion (30,185)Borrowings against lines of credit, non-current $- $3,561,609 Term Loan-KeyBank National Association 14,791,281 - Less: Deferred financing cost (866,875) - Less: current portion (1,144,568) - Borrowings against lines of credit, non-current $12,779,838 $- KeyBank National Association (“KeyBank”) – Senior Secured Credit Facilities On December 23, 2016, NYM, as borrower, entered into a $25 million senior secured Credit Agreement (the “Credit Agreement”) with Key BankNational Association (“Key Bank” or “Lender”). The Credit Agreement provides for (1) a revolving credit of $5,000,000 for making advance and issuance ofletter of credit, (2) $15,000,000 of effective date term loan and (3) $5,000,000 of delayed draw term loan. The interest rate is equal to (1) the Lender’s “primerate” plus 0.95%, or (b) the Adjusted LIBOR rate plus 1.95%. Both the termination date of the revolving credit and the maturity date of the term loans areDecember 23, 2021. The Company will pay a commitment fee equal to 0.25% of the undrawn amount of the Revolving Credit Facility and 0.25% of theunused Delayed Draw Term Loan Facility. No withdrawal against the credit line has been made as of March 31, 2017. $15,000,000 of the term loan has been funded by the lender in January 2017. The Company is required to make fifty-nine consecutive monthlypayments of principal and interest in the amount of $142,842 starting from February 1, 2017 and a final payment of the then entire unpaid principal balanceof the term loan, plus accrued interest on the maturity date. On December 23, 2016, the Company used the proceeds from the loan term to pay off theoutstanding balance under the Bank of America credit line agreement and HSBC line of credit discussed below. The Delayed Draw Term Loan shall be advanced on the Delayed Draw Funding date, which is no later than December 23, 2021. $1,000,000 underthe Delayed Draw Term Loan have been made as of the date of this report. The senior secured credit facility is secured by all assets of the Company and is jointly guaranteed by the Company and its subsidiaries and containsfinancial and restrictive covenants. The financial covenants require NYM to deliver audited consolidated financial statements within one hundred twentydays after the fiscal year end and to maintain a fixed charge coverage ratio not less than 1.1 to 1.0 and senior funded debt to earnings before interest, tax,depreciation and amortization (“EBITDA”) ratio less than 3.0 to 1.0 at the last day of each fiscal quarter, beginning with the fiscal quarter ending March 31,2017. Except as stated below, the senior secured credit facility is subject to customary events of default. It will be an event of default if Mr. Long Dengresigns, is terminated, or is no longer actively involved in the management of NYM and a replacement reasonably satisfactory to the Lender is not madewithin sixty (60) days after such event takes place. F-14  Maturities of borrowings against the term loan under this credit facility for each of the next five years are as follows: Year Ending March 31, 2018 $1,327,068 2019 1,363,753 2020 1,401,453 2021 1,440,195 2022 9,258,812 Total $14,791,281 Simultaneously, the Company entered into an escrow agreement with Carnelian Bay Capital Inc. (“CBC”), a stockholder of E-Compass, and Loeb &Loeb LLP, acting as the escrow agent, pursuant to which, the Company agreed to set aside $1,030,000 (the “Escrow Fund”) from the proceeds received fromthe effective date term loan to pay for certain expenses associated with the Merger. As of March 31, 2017, the escrow account has been fully withdrawn formerger expense payments. Bank of America - line of credit On July 2, 2015, the Company’s subsidiary, Strong America Limited, as borrower, entered into a separate credit agreement with Bank of America.The credit agreement provided for a revolving credit of $3,500,000 (“BOA Facility No.1 Commitment”). The line of credit was to mature on July 2, 2017. Theinterest rate was equal to the LIBOR daily floating rate plus 3.5%. Under the same credit agreement on July 2, 2015, BOA agreed to provide a term loan to theCompany in the amount of $160,000 (“BOA Facility No. 2 Commitment”). The term loan was to mature on July 20, 2020. The annual interest rate was 4.4%.Equipment and fixtures, inventory and receivables, with an aggregated carrying value of approximately $6 million as of March 31, 2016, owned by borrowerwere collateral for this line of credit. BOA Facility No.1 Commitment and BOA Facility No. 2 Commitment were unconditionally guaranteed by relatedparties of the Company. The BOA Facility No.1 Commitment and BOA Facility No. 2 Commitment contain financial and restrictive covenants. The proceeds of BOAFacility No.1 Commitment were used for business purposes only and proceeds of BOA Facility No. 2 Commitment were used to pay off a loan from VolvoFinancial Services to the borrower (See Note 11). The financial covenants require Strong America Limited to maintain a tangible net worth equal to at least$3,500,000 on a quarterly basis, and a basic fixed charge coverage ratio of at least 1.15:1. In December 2016, the Company paid off the outstanding balance of the line of credit and term loan using the term loan proceeds from KeyBankdiscussed above. Interest expense related to this credit facility was $112,800 and $104,406 for the years ended March 31, 2017 and 2016, respectively. Hong Kong and Shanghai Banking Corporation - line of credit On July 9, 2004 the Company’s subsidiary, New York Supermarket East Broadway Inc., as borrower, entered into a business line of credit agreementwith Hong Kong and Shanghai Banking Corporation (“HSBC”). The business line of credit agreement provided for a revolving credit of $100,000. Theinterest rate was floating at the Wall Street Journal Prime rate plus 2%. Obligations under the line of credit with HSBC were personally guaranteed by Mr.Long Deng, the Company’s majority shareholder. The agreement did not specify a maturity date. In December 2016, the Company paid off the outstandingbalance of this line of credit using the term loan proceeds from KeyBank discussed above. Interest expense related to this line of credit with HSBC was $4,164 and $41,816 for the years ended March 31, 2017 and 2016. F-15  10. Notes Payable Notes payables consist of the following: March 31, March 31, 2017 2016 Expressway Motors Inc. Secured by vehicle, 0%, principal of $490 due monthly through April 9, 2019 $12,247 $18,124 Secured by vehicle, 2.99%, principal and interest of $593 due monthly through February 1, 2021 25,281 32,455 Secured by vehicle, 0%, principal of $515 due monthly through April 24, 2019 11,780 11,780 Southeast Toyota Finance Secured by vehicle, 6.84%, principal and interest of $777 due monthly through July 26, 2016 - 3,817 Hitachi Capital America Corp. Secured by vehicle, 6.95%, principal and interest of $2,109 due monthly through September 18, 2019 57,927 80,076 Secured by vehicle, 7.35%, principal and interest of $2,219 due monthly through November 7, 2017 17,269 41,641 Secured by vehicle, 7.10%, principal and interest of $2,094 due monthly through March 28, 2018 24,186 48,526 Secured by vehicle, 6.99%, principal and interest of $2,170 due monthly through March 10,2019 48,478 - Triangle Auto Center, Inc. Secured by vehicle, 4.02%, principal and interest of $890 due monthly through January 28, 2021 37,810 47,466 Colonial Buick GMC Secured by vehicle, 8.64%, principal and interest of $736 due monthly through February 1, 2020 22,660 29,191 Milea Truck Sales of Queens Inc. Secured by vehicle, 8.42%, principal and interest of $4,076 due monthly through July 1, 2019 103,276 141,709 Secured by vehicle, 4.36%, principal and interest of $1,558 due monthly through February 20, 2018 16,768 34,311 Isuzu Finance of America, Inc. Secured by vehicle, 6.99%, principal and interest of $2,200 due monthly through October 1, 2018 39,455 62,222 Koeppel Nissan, Inc. Secured by vehicle, 3.99%, principal and interest of $612 due monthly through January 18, 2021 25,790 32,160 Secured by vehicle, 0.9%, principal and interest of $739 due monthly through March 14, 2020 26,310 34,826 Secured by vehicle, 7.86%, principal and interest of $758 due monthly through June 1, 2022 39,025 - Lee's Autors, Inc. Secured by vehicle, 0.9%, principal and interest of $832 due monthly through July 22, 2017 3,321 14,046 Silver Star Motors Secured by vehicle, 4.22%, principal and interest of $916 due monthly through June 1, 2021 42,684 - BMO Secured by vehicle, 5.99%, principal and interest of $1,924 due monthly through July 1, 2020 87,687 - Total Notes Payable $641,954 $632,350 Current maturities (262,578) (208,059)Long-term debt, net of current maturities $379,376 $424,291 All notes payables are secured by the underlying financed automobiles. F-16  Maturities of the notes payables for each of the next five years are as follows: Year Ending March 31, 2018 $262,578 2019 189,917 2020 107,537 2021 61,040 2022 20,882 Total $641,954 11. Capital lease obligations The following capital lease obligations are included in the consolidated balance sheets: March 31, March 31, 2017 2016 Capital lease obligations: Current $51,376 $48,303 Long-term 59,907 40,468 Total obligations $111,283 $88,771 Interest expense on capital lease obligations for the years ended March 31, 2017 and 2016 amounted to $2,045 and $49,295, respectively. Future minimum lease payments under the capital leases are as follows: Year Ending March 31, 2018 $55,978 2019 31,162 2020 19,356 2021 13,840 Total minimum lease payments 120,336 Less: Amount representing interest (9,053)Total $111,283 12. Segment Reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company'sinternal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailson the Company's business segments. The Company uses the “management approach” in determining reportable operating segments. The managementapproach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions andassessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviewsoperation results by the revenue of different products or services. Based on management's assessment, the Company has determined that it has two operatingsegments as defined by ASC 280, consisting of wholesale and retail operations. F-17  The primary financial measures used by the Company to evaluate performance of individual operating segments are sales and income before incometax provision. The following table presents summary information by segment for the years ended March 31, 2017 and 2016, respectively: Year ended March 31, 2017 Wholesale Retail Total Net sales $24,096,957 $106,779,803 $130,876,760 Cost of sales 18,698,776 77,073,922 95,772,698 Retail occupancy costs - 7,219,860 7,219,860 Gross profit $5,398,181 $22,486,021 $27,884,202 Interest expense, net $(150,376) $(153,518) $(303,894)Depreciation and amortization $235,098 $1,505,902 $1,741,000 Capital expenditure $357,347 $724,987 $1,082,334 Segment income before income tax provision $761,900 $2,444,808 $3,206,708 Income tax provision $388,863 $1,267,471 $1,656,334 Segment assets $10,179,969 $31,820,308 $42,000,277 Year ended March 31, 2016 Wholesale Retail Total Net sales $18,874,751 $112,350,473 $131,225,224 Cost of sales 16,307,108 80,952,142 97,259,250 Retail occupancy costs - 7,367,155 7,367,155 Gross profit $2,567,643 $24,031,176 $26,598,819 Interest expense, net $(184,289) $(31,205) $(215,494)Depreciation and amortization $210,306 $1,320,059 $1,530,365 Capital expenditure $105,940 $1,862,278 $1,968,218 Segment income before income tax provision $341,557 $6,316,326 $6,657,883 Income tax provision $105,369 $2,911,505 $3,016,874 Segment assets $10,832,193 $17,705,481 $28,537,674 F-18  13. Income Taxes iFresh is a Delaware holding company who is subject to the U.S. income tax. NYM is taxed as a corporation for income tax purposes and as a result of the “Contribution Agreement” entered into in December 31, 2014 NYM haselected to file a consolidated federal income tax return with its eleven subsidiaries. NYM and the shareholders of the eleven entities, as parties to theContribution Agreement, entered into a tax-free transaction under Section 351 of the Internal Revenue Code of 1986 whereby the eleven entities becamewholly owned subsidiaries of the Company. As a result of the tax-free transaction and the creation of a consolidated group, the subsidiaries are required toadopt the tax year-end of its parent, NYM. NYM was incorporated on December 30, 2014 and has adopted a tax-year end of March 31. Certain of the subsidiaries have incurred net operating losses (“NOL”) in tax years ending prior to the Contribution Agreement. The net operatinglosses are subject to the Separate Return Limitation Year (“SRLY”) rules which limit the utilization of the losses to the subsidiaries who generated the losses.The SRLY losses are not available to offset taxable income generated by members of the consolidated group. Based upon management’s assessment of all available evidence, the Company believes that it is more-likely-than-not that the deferred tax assets,primarily for certain of the subsidiaries SRLY NOL carry-forwards will not be realizable; and therefore, a full valuation allowance is established for SRLYNOL carry-forwards. The valuation allowance for deferred tax assets was approximately $788,039 as of March 31, 2017 and $904,000 as of March 31, 2016. The Company has approximately $2,318,000 and $2,486,000 of US NOL carry forward of which approximately $2,318,000 and $2,231,000 areSRLY NOL as of March 31, 2017 and March 31, 2016, respectively. For income tax purpose, those NOLs will expire in the year 2030 through 2034. Income Tax Provision The provision for income taxes consists of the following components: Years ended March 31, 2017 2016 Current: . Federal $1,230,772 $1,076,465 State 591,783 837,904 1,822,555 1,914,369 Deferred: Federal (162,976) 979,725 State (3,245) 122,780 (166,221) 1,102,505 Total $1,656,334 $3,016,874 Tax Rate Reconciliation Following is a reconciliation of the Company’s effective income tax rate to the United State federal statutory tax rate: For the years ended 2017 2016 Expected tax at U.S. statutory income tax rate 34% 34%State and local income taxes, net of federal income tax effect 14% 12%Other non-deductible fees and expenses 1% 1%Other 3% - Effective tax rate 52% 45% F-19  Deferred Taxes The effect of temporary differences included in the deferred tax accounts as follows: March 31, March 31, 2017 2016 Deferred Tax Asset/ (Liability): Prepaid expenses $- $(5,061)Deferred expenses 123,260 47,055 Sec 263A Inventory Cap 215,248 (3,315)Deferred rent 2,467,259 2,215,822 Intangible assets - 8,747 Depreciation and amortization (2,718,968) (2,383,829)Net operating losses 788,039 945,420 Valuation allowance (788,039) (904,261)Net Deferred Tax Asset (Liability) $86,799 $(79,422) 14. Related-Party Transactions Management Fees, Advertising Fees and Sale of Non-Perishable and Perishable Products to Related Parties The following is a detailed breakdown of significant management fees, advertising fees and sale of products for the year ended March 31, 2017 and2016 to related parties which are directly or indirectly owned by Mr. Long Deng, a majority shareholder, and not eliminated in the consolidated financialstatements. In addition, the outstanding receivables due from these related parties as of March 31, 2017 and 2016 were included in advances and receivables– related parties (see Note 6). Year ended March 31, 2017Related Parties ManagementFees AdvertisingFees Non-Perishable &PerishableSales New York Mart, Inc. $46,170 $31,289 $2,832,018 Pacific Supermarkets Inc. 57,669 34,230 3,201,198 NY Mart MD Inc. 45,647 - 2,634,650 Spring Farm Inc. - - 6,114 Spicy Bubbles, Inc. - - 102,580 NYM Milford, LLC 100,390 Pine Court Chinese Bistro - - 173,603 149,486 $65,519 $9,050,553 Year ended March 31, 2016Related Parties ManagementFees AdvertisingFees Non-Perishable &PerishableSales New York Mart, Inc. $41,216 $21,768 $1,508,394 Pacific Supermarkets Inc. 53,648 25,656 3,251,159 NY Mart MD Inc. 19,981 - 1,014,874 Spring Farm Inc. - - 6,862 Spicy Bubbles, Inc. - - 100,994 Pine Court Chinese Bistro - - 320,994 $114,845 $47,424 $6,203,277 F-20  Long-Term Operating Lease Agreement with a Related Party The Company leases a warehouse from a related party that is owned by Mr. Long Deng, the majority shareholder of the Company, and will expire onApril 30, 2026. Rent incurred to the related party was $698,000 and $588,000 for the years ended on March 31, 2017 and 2016, respectively. 15. Operating Lease Commitments The Company’s leases include stores, office and warehouse buildings. These leases have an average remaining lease term of approximately 10 yearsas of March 31, 2017. Rent expense charged to operations under operating leases in the years ended March 31, 2017 and 2016 totaled $7,161,501 and $7,098,151,respectively. Future minimum lease obligations for operating leases with initial terms in excess of one year at March 31, 2017 are as follows: Non-relatedparties Relatedparty Total 2018 $5,981,052 $708,000 $6,689,052 2019 6,106,118 708,000 6,814,118 2020 6,258,154 708,000 6,966,154 2021 6,313,635 708,000 7,021,635 2022 6,055,296 708,000 6,763,296 Thereafter 53,996,644 2,891,000 56,887,644 Total payments $84,710,899 $6,431,000 $91,141,899 16. Contingent Liability The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these mattersin a manner that the Company believes best serves the interests of its stakeholders. These matters have not resulted in any material losses to date. Rent Dispute Ming's Supermarket, Inc. (“Ming”), the subsidiary of the Company, is a tenant at a building located at 140-148 East Berkeley Street, Boston, MA (the"Property"), pursuant to a lease dated September 24, 1999 (the “Lease”). The Lease had a 10-year initial term, followed by an option for two additional 10year terms. Ming has exercised that first option and the Lease has approximately 15 years remaining to run if the second option is also exercised. The Leasealso gives Ming a right of first refusal on any sale of the building. On February 22, 2015, a sprinkler pipe burst in the Property. This caused the Inspectional Services Department of the City of Boston (“ISD”) toinspect the Property. The ISD found a number of problems which have prevented further use of the Property. The ISD notified both landlord and tenant thatthe Property was only permitted for use as an elevator garage and that its use as a warehouse was never permitted and that a conditional use permit must beobtained from the City of Boston to make such use lawful. Moreover, the Property was found to have major structural issues requiring repair, as well as issueswith the elevator and outside glass. The result of the ISD's findings are that Ming was ordered not to use the Property for any purpose unless and until thestructural and other repairs are completed and its use as a warehouse is permitted by the Boston Zoning Board. While the Lease provides that the elevator (approximate cost $400,000) and glass repairs (approximate cost $30,000) are the responsibility of thetenant, the structural repairs (approximate cost $500,000) are the landlord's responsibility under the Lease, unless the structural damage was caused by thetenant's misuse of the Property. In this regard Ming has retained an expert who will testify the structural damage to the building was caused by long termwater infiltration and is not the result of anything Ming did. Ming initially sought for the landlord to perform the structural repairs and agreed that uponcompletion of those repairs, Ming would repair the elevator and the broken glass. In addition, Ming asked the landlord to cooperate in permitting use of theProperty as a warehouse. F-21  The landlord refused to either perform structural repairs or to cooperate on the permitting. As a result, as of April 2015, Ming stopped paying thelandlord rent, since it was barred from using the Property by order of the ISD. The landlord then sued Ming for breach of the Lease and unpaid rent and Mingcounterclaimed for constructive eviction and for damages resulting from the landlord's breach of its duty to perform structural repairs under the Lease. It would appear the landlord wishes to use the current circumstances to terminate the lease or to cuase Ming to abandon it. The Lease is atconsiderably below market and impairs the landlord’s ability to sell the Property for a high price. The landlord is claiming damages of approximately$470,000 in unpaid rent and additional rent charges under the lease to date, plus for the cost of repairs. Ming is claiming damages in the mount of lost profitsof $20,000 to$30,000 per month resulting from the loss if its warehouse space and for the landlord’s failure to undertake its responsibilities under the lease.Ming’s damages also include loss of the benefit of its below market lease. Ming is also seeking an order of the Court directing the landlord to perform thestructural repairs. The parties have been unable to agree on terms of a settlement and a trial will be needed to resolve this matter. A trial date of July 24, 2017 has beenscheduled. Given the complicated fact pattern and myriad of claims and counterclaims, a reasonable and probable estimate as to the potential exposure, if any,cannot be made at this time. While Ming is vigorously contesting any liability on its part for unpaid rent and believes it will recover affirmative damagesagainst the landlord due to Ming’s constructive eviction from the Property, the ultimate outcome of this case is uncertain. While discovery is ongoing and no guaranties or predications can be made at this time as to ultimate outcome, the Company believes that the factsand the law are favorable for Ming’s as to both its continuing liability for rent and its affirmative claim to recover damages. Trade order dispute A lawsuit has been filed against New York Mart Group, Inc. (”NYMG”), a subsidiary of iFresh, and New Sunshine Group, LLC (“New Sunshine”), bySKKR Trading, LLC (“Plaintiff”) for breach of contract and failure to pay. The plaintiff is seeking from NYMG and New Sunshine for principal damages inthe amount of $116,878 representing the total amount of invoices Plaintiff is claiming pass due, penalty of $256,000 for the past due invoices and attorneycost which was estimated to be $80,000 to $90,000. The Plaintiff claimed that NYMG and New Sunshine failed to pay for a shrimp order. NYMG and New Sunshine have raised various defenses, most ofwhich center on the arguments that NYMG and New Sunshine abandoned the Distribution Agreement and did not order, receive or benefit from the shrimp atissue. Rather, the shrimp was ordered by a tenant of NYMG, Hong Hai, who was a completely separate corporation than NYMG or New Sunshine. The case went to trial on March 12 to15, 2017. On April 17, 2017, the Count ruled in favor of Plaintiff and against NYMG and New Sunshine in theamount of $385,492. NYMG hired a new law firm to appeal the case because it believes that there are new evidences and arguments that NYMG should notbe held responsible for these damages. The appeal process will take approximately 1 year. During the appeal, NYMG will not be required to pay the amountunder the Final Judgment. While discovery is ongoing and no guaranties or predications can be made at this time as to ultimate outcome, the Company andits attorney believe a fair estimate of the chance the Company will prevail on the appeal of the Final Judgment is approximately 50%. The principalshareholder of the Company, Mr. Long Deng, made a personal pledge to pay for the entire amount of the damage if the appeal is ruled against NYMG. TheCompany did not accrue any of this potential liability. The Company evaluates contingencies on an ongoing basis and will establish loss provisions for matters in which losses are probable and theamount of loss can be reasonably estimated, and is not currently a party to any legal proceeding that management believes could have a material adverseeffect on the Company’s results of operations, cash flows or balance sheet. 17. Subsequent Event For purpose of preparing these consolidated financial statements, the Company considered events through June 29, 2017, which is the date theconsolidated financial statements were available for issuance. There were no material subsequent events that required recognition or additional disclosure inthese consolidated financial statements. F-22 Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Long Deng, certify that: 1.I have reviewed this Annual Report on Form 10-K of iFresh, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensurethat material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared; and b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under mysupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; and c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date: June 29, 2017 /s/ Long Deng Long Deng Chief Executive Officer (Principal executive officer) Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alfred Chung-Chieh Ying, certify that: 1.I have reviewed this Annual Report on Form 10-K of iFresh, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensurethat material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared; and b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under mysupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; and c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date: June 29, 2017 /s/ Alfred Chung-Chieh Ying Alfred Chung-Chieh Ying Chief Financial Officer (Principal financial and accounting officer) Exhibit 32.1 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of iFresh, Inc. (the “Company”) on Form 10-K for the year ended March 31, 2017 as filed with the Securities andExchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Date: June 29, 2017 /s/ Long Deng Long Deng Chief Executive Officer (Principal executive officer) Date: June 29, 2017 /s/ Alfred Chung-Chieh Ying Alfred Chung-Chieh Ying Chief Financial Officer (Principal financial and accounting officer) 

Continue reading text version or see original annual report in PDF format above