UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended August 31, 2015

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________

 

COMMISSION FILE NUMBER 000-54211

 

IMK GROUP, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE		56-2495218
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
22 Fl. KGIT, 1601 SanAm-Dong
Mapo-Gu, Seoul, Korea		1601
(Address of principal executive offices)		(Zip Code)
02-6959-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

 

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

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of October 14, 2015, the Registrant had 31,599,926 shares of common stock outstanding.

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.          FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six months ended August 31, 2015 are not necessarily indicative of the results that can be expected for the year ending February 29, 2016.

 

As used in this Quarterly Report, the terms “we,” “us,” “our,” “IMK Group,” and the “Company” mean IMK Group, Inc. together with its subsidiaries unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

 

 

IMK GROUP, INC.

(FORMERLY FUTURA PICTURES, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED – EXPRESSED IN US DOLLARS)

 

 

 

 

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

 

 

IMK GROUP, INC.

(FORMERLY FUTURA PICTURES, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2015 AND 2014

(UNAUDITED – EXPRESSED IN US DOLLARS)

 

 

 

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

 

 

IMK GROUP, INC.

(FORMERLY FUTURA PICTURES, INC.)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED AUGUST 31, 2015

(UNAUDITED – EXPRESSED IN US DOLLARS)

 

 

 

 

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

 

 

IMK GROUP, INC.

(FORMERLY FUTURA PICTURES, INC.)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED AUGUST 31, 2015 AND 2014

(UNAUDITED – EXPRESSED IN US DOLLARS)

 

 

 

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

 

 

IMK GROUP, INC.

(FORMERLY FUTURA PICTURES, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2015

 

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Cautionary Statement Regarding Forward-Looking Statements

 

The information in this Quarterly Report contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports the Company files with the Securities and Exchange Commission (the “SEC”).

 

The forward-looking statements in this Quarterly Report on Form 10-Q for the interim period ended August 31, 2015, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

 

All forward-looking statements are made as of the date of the filing of this Quarterly Report on Form 10-Q and the Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The Company may, from time to time, make oral forward-looking statements. The Company strongly advises that the above paragraphs and the risk factors described in this Quarterly Report and in the Company’s other documents filed with the SEC should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the oral forward-looking statements. The Company disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

 

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended February 28, 2015 filed with the SEC on July 29, 2015.

 

OVERVIEW

 

We were incorporated on December 10, 2003 under the laws of the State of Delaware under the name Futura Pictures, Inc. Effective March 13, 2015, we changed our name to IMK Group, Inc.

 

From 2008 to June 2015 we were engaged in the business of producing and distributing self-improvement and educational DVD’s and workforce training programs.

 

In March 2015, we announced our intention to change our business to the commercial manufacturing, distribution and marketing of cosmetics products and formed a wholly owned subsidiary, IMK Korea Co. Ltd (“IMK Korea”) under the laws of the Republic of Korea for that purpose. In addition, we have future plans to offer health and wellness services and to develop and build a wealth and wellness resort and spa. As reflected in our results of operations for the period ended August 31, 2015, we are currently still in the process of pursuing our business development efforts in these areas. However, as part of our efforts to obtain financing for our business development efforts, our management is reviewing all of the options available to us. In the future, this could include changes to our business plans or to the nature of our business. See “Risk Factors” under Part II, Item 1A of this quarterly report on Form 10-Q.

 

In June 2015, we sold our self-improvement, educational and workforce training DVD and programs business so that we could better focus our available resources on the development of our cosmetics and health and wellness business.

 

 

RECENT CORPORATE DEVELOPMENTS

 

The following significant developments occurred since our fiscal quarter ended May 31, 2015:

 

On or about June 22, 2015, IMK Korea entered into a Convertible Loan Agreement (the “MBK Loan Agreement”) with MBK Co. Ltd. (“MBK”), pursuant to which MBK advanced to IMK Korea the principal sum of SKW 200,000,000 ($169,000) (the “MBK Loan”). The principal amount due under the MBK Loan is due and payable on June 22, 2016, with interest payable at a rate of 6.9% per annum, payable every six months. Upon an event of default as set forth in the MBK Loan Agreement, all amounts due and payable on account of principal and accrued but unpaid interest will become immediately due and payable, with interest accruing after such event of default at a rate of 18% per annum. Under the terms of the MBK Loan Agreement, MBK will have the right to convert the amounts outstanding into shares of our common stock at their then fair value. Fair value will be determined by future negotiations between MBK and IMK Korea.

 

RESULTS OF OPERATIONS

 

On June 22, 2015, we disposed of all our assets, and assigned all of our liabilities, that were exclusively related to our self-improvement, educational and workforce training business (the “Legacy Business”). Our current business focus is on the development of our cosmetics and health and wellness services business. However, as part of our efforts to obtain financing for our business development efforts, our management is reviewing all of the options available to us. In the future, this could include changes to our business plans or to the nature of our business. See “Risk Factors” under Part II, Item 1A of this quarterly report on Form 10-Q. As a result, our results of operations for the interim periods ended August 31, 2015 and August 31, 2014 are not expected to be indicative of our future results or performance.    

 

We have not yet earned any significant revenue from the commercial manufacture, distribution or sale of cosmetics products, and there is no assurance that we will earn any significant revenue from this business in the future.

 

Three-Month Period Ended August 31, 2015 Compared to Three-Month Period Ended August 31, 2014

 

Revenues

 

Our revenues for the three months ended August 31, 2015 were $11,739, which were derived from consulting services provided in relation to the marketing of cosmetics products. See “Revenue Recognition” under “Critical Accounting Policies.” We did not earn any revenue from the distribution or sale of cosmetics products during the three month period ended August 31, 2015.

 

Revenues of $4,664 (2014 – $10,200) which were attributable to the Legacy Business during the three months ended August 31, 2015 were included in the net earnings/(loss) from discontinued operations in the Company’s condensed consolidated statements of operations. The decrease of $5,536 in revenue was mainly the result of a shorter operating period due to the disposal of the Legacy Business on June 22, 2015.

 

Expenses

 

Selling, general and administrative expenses during the three month period ended August 31, 2015 were $290,405, compared to a total of $7,850 not attributable to the Legacy Business during the three months ended August 31, 2014. The increase was primarily due to increased operations through IMK Korea, which incurred selling, general and administrative expenses of $217,870.

 

To date, our expenses have consisted mainly of selling, general and administrative expenses, with the main components being salary expenses, professional and consulting services.

 

The selling, general and administrative expenses of $18,126 (2014 – $43,176) which were attributable to the Legacy Business during the three months ended August 31, 2015 were included in the net earnings/(loss) from discontinued operations in the Company’s condensed consolidated statements of operations. The decrease of $25,050 in expenses was mainly the result of a shorter operating period due to the disposal of the Legacy Business on June 22, 2015.

 

Gain from the Sale of Business

 

On June 22, 2015, we disposed of all our assets and assigned all of our liabilities that were exclusively related to the Legacy Business, to Buddy Young, in exchange for Mr. Young assuming all of the liabilities of the Company exclusively related to the Legacy Business. As at June 22, 2015, total assets and liabilities attributed to the Legacy Business were $15,901 and $40,227, respectively. As a result, a gain of $24,326 on sale of business was recognized and net earnings from discontinued operations of $10,792 (2014 – net loss of $37,628) were reported in the Company’s condensed consolidated statements of operations for the three months ended August 31, 2015.

 

Six-Month Period Ended August 31, 2015 Compared to Six-Month Period Ended August 31, 2014

 

Revenues

 

Our revenues for the six months ended August 31, 2015 were $12,649, which were derived from consulting services provided in relation to the marketing of cosmetics products ($11,738) and distribution of cosmetics products ($911).

 

 

Revenues of $15,784 (2014 – $22,427) which were attributable to the Legacy Business during the six months ended August 31, 2015 were included in the net earnings/(loss) from discontinued operations in the Company’s condensed consolidated statements of operations. The decrease of $6,643 in revenue was mainly the result of a shorter operating period due to the disposal of the Legacy Business on June 22, 2015.

 

The cost of revenues during the six months ended August 31, 2015 were $820, which were comprised of cost of cosmetics products purchased for resale from other producers. The cost of revenues of $nil (2014 – $554) which were attributable to the Legacy Business during the six months ended August 31, 2015 were included in the net earnings/(loss) from discontinued operations in the Company’s condensed consolidated statements of operations.

 

Expenses

 

Selling, general and administrative expenses during the six month period ended August 31, 2015 were $599,286, compared to a total of $13,400 not attributable to the Legacy Business during the six months ended August 31, 2014. The increase was primarily due to increased operations through IMK Korea, which incurred selling, general and administrative expenses of $437,774.

 

To date, our expenses have consisted mainly of selling, general and administrative expenses, with the main components being salary expenses, professional and consulting services.

 

The selling, general and administrative expenses of $73,762 (2014 – $68,758) which were attributable to the Legacy Business during the six months ended August 31, 2015 were included in the net earnings/(loss) from discontinued operations in the Company’s condensed consolidated statements of operations. During the six month ended August 31, 2015, lower selling, general and administrative expenses were incurred, but the Legal Business also paid $60,000 in consulting fees to the former CEO Buddy Young. This caused an increase in the overall selling, general and administrative expenses compared to the prior period, despite a shorter operating period due to the disposal of the Legacy Business on June 22, 2015.

 

Gain from the Sale of Business

 

On June 22, 2015, we disposed of all our assets and assigned all of our liabilities that were exclusively related to the Legacy Business, to Buddy Young, in exchange for Mr. Young assuming all of the liabilities of the Company exclusively related to the Legacy Business. As at June 22, 2015, total assets and liabilities attributed to the Legacy Business were $15,901 and $40,227, respectively. As a result, a gain of $24,326 on sale of business was recognized and net loss from discontinued operations of $33,952 (2014 – $53,599) was reported in the Company’s condensed consolidated statements of operations for the six months ended August 31, 2015.

 

We are currently focusing our business efforts on the development of our cosmetics and health and wellness business. However, as part of our efforts to obtain financing, our management is currently examining all of our options and our business and business plans could be subject to change. As such, our historical results are not expected to be reflecting of our future expenses and capital requirements. As we pursue our business development efforts, we expect that our operating expenses will be significantly greater than our operating expenses for prior years. In addition, because of our lack of operating history in areas other than the Legacy Business, it may be difficult for us to predict future operating expenses and capital requirements.

 

Employees

 

Effective March 17, 2015, certain of our officers and directors entered into employment agreements with IMK Korea. Each of these executive officers and directors are compensated directly by IMK Korea as follows:

 

Name and Position	Gross Annual Salaries (South Korean Wan)	Gross Annual Salaries ($1 = SKW 1,100)
Jae Min Oh Director, Chief Executive Officer and President	SKW 120,000,000	$109,090.91
Rak Gu Kim Director, Chief Financial Officer, Treasurer and Secretary	SKW 100,000,000	$90,909.09
Jae Kang Lee Director and Chief Executive Officer of IMK Korea	SKW 90,000,000	$81,818.18
Sung Ho Park Chairman of the Board of Directors	SKW 150,000,000	$136,363.64

 

Liquidity and Capital Resources

 

We had a cash balance of $5,518 on August 31, 2015. During the six months ended August 31, 2015, net cash used by operating activities was $621,205, net cash used by purchase of office equipment and long term lease deposit as part of investing activities was $191,420, and net cash used by financing activities was $38,961 which consisted of issuance of common shares and issuance of convertible debenture offset by the settlement of promissory note payable. The promissory note settled in the amount of $223,221 was attributed to the Legacy Business and reported in the Company’s condensed consolidated statement of cash flows as discontinued operations in the financing activities.

 

On or about June 22, 2015, IMK Korea entered into the MBK Loan Agreement with MBK, pursuant to which MBK advanced to IMK Korea the principal sum of SKW 200,000,000 ($169,000) (the “MBK Loan”). The principal amount due under the MBK Loan is due and payable on June 22, 2016, with interest payable at a rate of 6.9% per annum, payable every six months. Upon an event of default as set forth in the MBK Loan Agreement, all amounts due and payable on account of principal and accrued but unpaid interest will become immediately due and payable, with interest accruing after such event of default at a rate of 18% per annum. Under the terms of the MBK Loan Agreement, MBK will have the right to convert the amounts outstanding into shares of our common stock at their then fair value. Fair value will be determined by future negotiations between MBK and IMK Korea.

 

 

On October 8, 2015, IMK Korea entered into a Loan Agreement with MBK, pursuant to which MBK advanced to IMK Korea the principal sum of SKW 50,000,000 (approximately $43,250). The loan is due and payable on April 7, 2016, with interest payable at a rate of 6.9% per annum, with overdue principal and interest accruing at 18% per annum.

 

Our current financial resources are not expected to be adequate to fund our planned business development efforts. Our future planned activities such as expanding the marketing and distribution channels for the cosmetics products, offering health and wellness services, and acquiring or constructing our own manufacturing facilities, will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of any of our development objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financings will be favorable to the Company.

 

GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  On February 27, 2015, we issued 29,115,670 shares of our common stock for total gross proceeds of $823,099 pursuant to a private placement offering. However, we now intend to focus our business development efforts in the areas of cosmetics and health and wellness services and have disposed of all the assets and liabilities exclusively related to the Legacy Business on June 22, 2015. Therefore, our current financial resources are not considered adequate to fund our planned future operations.  This condition raises substantial doubt about our ability to continue as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

Our continuation as a going concern currently is dependent upon timely procuring significant external debt and/or equity financing to fund its immediate and near-term operations, and subsequently realizing operating cash flows from sales of its cosmetics products sufficient to sustain its longer-term operations and growth initiatives.

 

In addition, as part of our efforts to obtain financing, our management is currently examining all of our options, which could include changes to the Company’s business plans or to the nature of the business in the future. As such, our historical results are not expected to be reflecting of our future expenses and capital requirements, and we expect our operating expenses to be significantly greater than our operating expenses for prior years.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

None.  

 

CRITICAL ACCOUNTING POLICIES

 

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

 

Our significant accounting policies are disclosed in Note 1 to the unaudited condensed financial statements included in this Quarterly Report. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

 

Revenue Recognition. Prior to June 22, 2015, we sold videos produced by us, as well as videos produced by third parties. Sales were recognized upon shipment of videos to the customer or upon website download by the customer. The products sold may not be returned by the customer. Accordingly, we have made no provision for returns.

 

We distribute and sell cosmetics products and recognize revenue upon transfer of ownership of the product to the customer which occurs when (i) the product is physically received by the customer, (ii) an invoice is generated which evidences an arrangement between the customer and us, (iii) a fixed sales price has been included in such invoice and (iv) collection from such customer is reasonably assured.

 

 

We also provide consulting services in relation to the marketing of cosmetics products and recognizes revenue upon delivery of services to the customer which occurs when (i) the services are rendered to the customer, (ii) an invoice is generated which evidences an arrangement between the customer and us, (iii) a fixed sales price has been included in such invoice and (iv) collection from such customer is reasonably assured.

 

Non-Cash Equity Issuances. We periodically issues shares of our common stock in exchange for, or in settlement of, services. Our management values the shares issued in such transactions at either the then market price of our common stock, as determined by the Board of Directors and after taking into consideration factors such as volume of shares issued or trading restrictions, or the value of the services rendered, whichever is more readily determinable.

 

Foreign Currency Gains and Losses. Our functional and reporting currency is the United States dollar. The functional currency of IMK Korea is the South Korean Won (SKW). Financial statements of IMK Korea are translated into United States dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transactions are primarily undertaken in SKW and transaction gains and losses are included in the determination of income. As of August 31, 2015, we have not entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Recent Accounting Standards and Pronouncements. Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to our financial statements.

 

 

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

 

ITEM 4.         CONTROLS AND PROCEDURES.

 

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of August 31, 2015. Based on the evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

During the quarter ended August 31, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1.         Legal Proceedings.

 

None.

 

 

Item 1A.      RISK FACTORS.

 

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

 

 

To accomplish our business development goals we will require financing in an amount that is significantly greater than our current financial resources. If we are not able to acquire financing in the amounts and when needed, our business could be adversely affected.

 

We will require additional financing to complete our business development goal. To date, we have earned very limited cashflows from our operations. In addition, the actual costs of completing our business development efforts may be greater than anticipated. As such, we anticipate that we will require substantial amounts of financing from outside sources.

 

Our ability to obtain future financing will be subject to a number of factors, including the variability of global market conditions and the performance of equity markets in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If we are unable to obtain financing in amounts, or when, needed on terms that are acceptable to us, our business could be adversely affected.

 

Even if we are able to obtain financing, our stockholders may experience dilution. As we are in the early stages of our development, we do not expect traditional debt financing to be available to us. As such, we may be required to seek financing through the sale of our equity securities or instruments convertible or exercisable into our equity securities. As such, our stockholders could experience significant dilution. Further, even if we are able to obtain debt financing, our cashflows from our operations to date have been extremely limited and we may not be able to service our debt obligations as they become due.

 

Although we are currently focused on our efforts to develop our cosmetics and health and wellness business, our business plans and the nature of our business is subject to change.

 

Our efforts to obtain long term financing are ongoing. As reflected in our results of operations for the period ended August 31, 2015, we are currently still in the process of pursuing our cosmetics and health and wellness business development efforts. However, as part of our efforts to obtain long term financing, our management is examining all of the options available to us. In the future, these may include potential changes to our business plan or to the nature of our business. As a result, our business and business plans are subject to change and our historical results of operations may not be indicative of future results or performance.

 

We have a lack of operating history in the cosmetics, health, wellness and medical services, and hotel and hospitality industries. There are no assurances that our business development efforts in these industries will be successful.

 

Although certain key members of our management and our Board of Directors have extensive experience in the cosmetics industry and other relevant business experience, the cosmetics industry is extremely competitive. Furthermore, we have no operating history with respect to the provision of health, wellness and medical services or in the operation of hotels, resorts or other hospitality facilities. Many of our competitors will have brands and products that are better known with a greater consumer following than our products, and will have greater experience in operating in the medical services and hospitality industries. Some of our competitors may have top management with even greater experience in the cosmetics industry and many will have greater financial resources than we do at this time. There are no assurances that our business development efforts will prove successful.

 

An inability to anticipate and respond to market trends and changes in consumer preferences could adversely affect our financial results.

 

Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer tastes and attitudes toward our industry and brands, as well as to where and how consumers shop for those products. We must continually work to develop, manufacture and market new products, maintain and adapt our cosmetics products to existing and emerging distribution channels, maintain and enhance recognition of our brands, achieve a favorable mix of products, and refine our approach as to how and where we market and sell our products. While we intend to devote considerable effort and resources to shape, analyze and respond to consumer preferences, consumer tastes cannot be predicted with certainty and can change rapidly. The issue is compounded by the increasing use of social and digital media by consumers and the speed by which information and opinions are shared. If we are unable to anticipate and respond to sudden challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands and sentiment, our financial results will suffer.

 

Our success depends, in part, on the quality, safety and efficacy of our products.

 

Our success depends, in part, on the quality, safety and efficacy of our products. If our products are found to be, or perceived to be, defective or unsafe, or if they otherwise fail to meet our customers' standards, our relationship with our customers could suffer, we could need to recall some of our products and/or become subject to regulatory action, our reputation or the appeal of our brand could be diminished and we could become subject to liability claims, any of which could result in a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

 

 

Our success may be dependent upon the successful introduction of our new products and success in expanding the demand for existing brands.

 

The cosmetics and skin care industry is highly competitive and is characterized by the constant introduction of new and innovative products. Even successfully introduced products may experience sales and volume decreases over time. As such, even if we are successful in gaining market acceptance of our line of cosmetic and skin care products, our future growth and development may substantially depend on our ability to continually introduce new and innovative products to the public. At present, we have limited financial resources to spend on the development of new products. Even if we are successful in developing new products, our future success may depend on our ability to successfully market those products to gain consumer acceptance.

 

A disruption in operations or our supply chain could affect our business and financial results.

 

We currently intend to outsource our manufacturing and supply of cosmetic products to third parties. As such, we expect to be subject to risks inherent in such activities, including industrial accidents, environmental events, strikes and other labor disputes, disruptions in supply chain or information systems, loss or impairment of key manufacturing sites, product quality control, safety, increase in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as natural disasters and other external factors over which we have no control. If such an event were to occur, it could have an adverse effect on our business and financial results.

 

The cosmetics and health and wellness services businesses are highly competitive, and if we are unable to compete effectively our results will suffer.

 

We face vigorous competition throughout the world, including multinational consumer product companies. Some of these competitors have greater resources than we do and may be able to respond to changing business and economic conditions more quickly than us. Competition in the cosmetics business is based on pricing of products, innovation, perceived value, service to the consumer, promotional activities, advertising, special events, new product introductions, e-commerce and m-commerce initiatives and other activities. It is difficult for us to predict the timing and scale of our competitors’ actions in these areas.

 

We do not currently own the intellectual property rights to Pinex OPC or the N-Time or PQ-10 line of products.

 

PHILOS, the owner of these rights, has verbally granted us with permission to use these products and tradenames and act as a distributor for these products. Although we are currently negotiating with PHILOS to formalize our rights to these technologies, brands and products, we have not yet finalized these agreements with PHILOS. Although PHILOS is owned and controlled by a member of our Board of Directors and the CEO of IMK Korea, there are no assurances that he will cause PHILOS to act in the best interests of our Company. If we are unable to finalize agreements with PHILOS or if PHILOS revokes our permission to use their intellectual property rights, our business will be adversely affected.

 

If we are unable to protect our intellectual property rights, our business could be adversely affected.

 

Intellectual property rights, including patents, trade secrets, confidential information, trademarks and trade names, are important to our business. We will endeavor to protect our intellectual property rights in jurisdictions in which our products are produced, used or sold. However, we may be unable to obtain intellectual property protection in key jurisdictions. In addition, the laws of some foreign jurisdictions, including China, may not provide sufficient protection of our intellectual property rights. We have designed and implemented internal controls to restrict access to and distribution of our intellectual property, however our intellectual property rights may still be vulnerable to theft or other breaches. The costs of protecting our intellectual property rights may be substantial.

 

 

Our success depends, in part, on our key personnel.

 

Our ability to succeed in our business efforts will depend, in part, on our ability to retain our key personnel. The unexpected loss of or failure to retain one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train, develop and retain other highly qualified personnel. Competition for these employees can be intense and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could adversely affect our business, including the execution of our global business strategy. Any failure by our management team to perform as expected may have a material adverse effect on our business, prospects, financial condition and results of operations.

 

General economic downturns or recessions, either globally or in one or more of the geographic regions or markets in which we intend to operate, or sudden disruptions in business conditions or other challenges may adversely affect our business and our access to financing.

 

Current global macro-economic instability or a further downturn in the economies in which we intend to sell our products, including any recession in one or more of our geographic regions or markets, could adversely affect our business, our access to liquidity and capital, and our credit ratings. Global economic events over the past few years, including high unemployment levels, the tightening of credit markets and failures of financial institutions and other entities, have made it difficult for development stage companies such as ours to obtain financing. In addition, these factors could result in disruptions in our supply chain and/or our planned distribution channels. Any or all of these factors could potentially have a material adverse effect on our ability to develop our businesses as planned.

 

Consumer spending is affected by a number of factors, including general economic conditions, including inflation, interest rates, energy costs, gasoline prices and consumer confidence generally, all of which are beyond our control. Consumer purchases of discretionary items, such as beauty and related products, and consumer vacation patterns tend to decline during recessionary periods, when disposable income is lower, and may impact our ability to develop our businesses. We may face continued economic challenges in fiscal 2015 because customers may continue to have less money for discretionary purchases as a result of job losses, bankruptcies, reduced access to credit and weakness in housing, among other things.

 

In addition, sudden disruptions in business conditions, for example, as a consequence of events such as a pandemic or local or international conflicts around the world, or as a result of terrorist attack, retaliation and the threat of further attacks or retaliation, or as a result of adverse weather conditions or climate changes or seismic events, can have a short and, sometimes, long-term impact on consumer spending.

 

Use of social media may adversely impact our reputation or subject us to fines or other penalties.

 

There has been a substantial increase in the use of social media platforms, including blogs, social media and other forms of internet-based communications, which allow individuals access to a broad audience of consumers and other interested persons. Negative commentary regarding us or the products we sell may be posted on social media platforms and similar devices at any time and may be adverse to our reputation or business. Customers value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction.

 

We intend to sell our products online and expect to engage in an international marketing and advertising campaign. We may use social media platforms as marketing tools. As laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees or third parties acting at or direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, financial condition, profitability and cash flow or subject us to fines or other penalties.

 

Litigation costs and the outcome of litigation could have a material adverse effect on our business.

 

From time to time, we may be subject to litigation claims through the ordinary course of our business operations regarding, but not limited to, employment matters, security of consumer and employee personal information, contractual relations with suppliers, marketing and infringement of patents and other intellectual property rights. Litigation to defend ourselves against claims by third parties, or to enforce any rights that we may have against third parties may be necessary, which could result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition, profitability and cash flows.

 

 

Government reviews, inquiries, investigations, and actions could harm our business or reputation.

 

As we operate and expand to various locations around the world, our operations in certain countries may be subject to significant government scrutiny and may be adversely impacted by the results of such scrutiny. Cosmetics products and medical, health and wellness services are subject to rigorous government regulations. In addition, these regulations may be significantly different in each geographic area in which we intend to operate.

 

From time to time, we may receive formal and informal inquiries from various government regulatory authorities about our business and compliance with existing laws or regulations. Any determination that our operations or activities, or the activities of our employees, are not in compliance with existing laws or regulations could result in the imposition of substantial fines, interruptions of business, loss of supplier, vendor or other third-party relationships, termination of necessary license of permits, or similar results, all of which could potentially harm our business and/or reputation. Even if an inquiry does not result in these types of determinations, it potentially could create negative publicity which could harm our business and/or reputation.

 

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

 

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

 

●

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

●

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

●

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

●

contains a toll-free telephone number for inquiries on disciplinary actions;

●

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

●

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

 

 

FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

 

ITEM 4.

MINE SAFETY DISCLOSURES.

 

Not applicable.

 

 

ITEM 5.

OTHER INFORMATION.

 

None.

 

 

ITEM 6.

EXHIBITS.

 

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

 

Exhibit Number		Description of Exhibit
3.1		Certificate of Incorporation.		(1)
3.2		Certificate of Amendment to Certificate of Incorporation (increasing authorized capital to 100,000,000 shares of common stock, par value $0.0001 per share).		(1)
3.3		Certificate of Amendment to Certificate of Incorporation effective March 13, 2015 (Name Change).		(4)
3.4		Bylaws.		(2)
4.1		Specimen Common Stock Certificate.		(2)
10.1		$100,000 Promissory Note due Buddy Young which contains his obligations to lend funds to the Company.		(3)
10.2		Amendment to $100,000 Promissory Note due Buddy Young.		(3)
10.3		Securities Purchase Agreement dated February 16, 2015 among the Company, Buddy Young, the Young Family Trust, Sung Ho Park, Jae Min Oh and Rak Gu Kim.		(5)
10.4		Amendment No. 1 to Securities Purchase Agreement dated February 20, 2015 among the Company, Buddy Young, the Young Family Trust, Sung Ho Park, Jae Min Oh and Rak Gu Kim.		(5)
10.5		Employment Contract between IMK Korea Co. Ltd. and Jae Min Oh dated March 17, 2015 (English translation).		(5)

  

 

Exhibit Number		Description of Exhibit
10.6		Employment Contract between IMK Korea Co. Ltd. and Rak Gu Kim dated March 17, 2015 (English translation).		(5)
10.7		Employment Contract between IMK Korea Co. Ltd. and Sung Ho Park dated March 17, 2015 (English translation).		(5)
10.8		Employment Contract between IMK Korea Co. Ltd. and Jae Kang Lee dated March 17, 2015 (English translation).		(5)
10.9		Convertible Loan Agreement between IMK Korea Co. Ltd. and MBK Co. Ltd. dated June 22, 2015 (English translation)		(6)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		(7)
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		(7)
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		(7)
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		(7)
101.INS		XBRL Instance Document.		(7)
101.SCH		XBRL Taxonomy Extension Schema.		(7)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.		(7)
101.DEF		XBRL Taxonomy Extension Definition Linkbase.		(7)
101.LAB		XBRL Taxonomy Extension Label Linkbase.		(7)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.		(7)

Notes:

(1)	Filed as an exhibit to our Form 8-A filed with the SEC on December 3, 2010.

(2)	Filed as an exhibit to our Registration Statement on Form SB-2 originally filed with the SEC on March 28, 2005, as amended.

(3)	Filed as an exhibit to our Amendment No. 4 to Registration Statement on Form SB-2 filed with the SEC on February 9, 2006.

(4)	Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 13, 2015.

(5)	Filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on July 29, 2015.

(6)	Filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 27, 2015.

(7)	Filed herewith.

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

				IMK GROUP, INC.
Date:	October 16, 2015	By:		/s/ Jae Min Oh
				JAE MIN OH
				Chief Executive Officer, President and Director
				(Principal Executive Officer)
Date:	October 16, 2015	By:		/s/ Rak Gu Kim
				RAK GU KIM
				Chief Financial Officer, Treasurer, Secretary and
				Director (Principal Financial Officer and Principal Accounting Officer)