iFresh Inc. (NASDAQ:IFMK) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into Material Definitive Agreement.

The disclosure in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference herein.

Item2.01.

Completion of Acquisition or Disposition of Assets.

Effective February 10, 2017, iFresh Inc. (iFresh) consummated the
transactions contemplated by the merger agreement (the Merger
Agreement), dated as of July 25, 2016, by and among E-compass
Acquisition Corp., a Cayman Islands company then the parent of
iFresh (E-compass), iFresh Merger Sub Inc., a Delaware
corporation and wholly owned subsidiary of iFresh (Merger Sub),
NYM Holding, Inc. (NYM), the stockholders of NYM, and Long Deng,
as representative of the stockholders of NYM.

Upon the closing of the transactions contemplated by the Merger
Agreement (the Closing), (i) E-compass merged with and into
iFresh, with iFresh surviving the merger (the Redomestication
Merger) and (ii) the Merger Sub merged into NYM (the Acquisition
Merger, and together with the Redomestication Merger, the
Transactions).

NYM is a fast growing Asian/Chinese grocery supermarket chain in
the north-eastern U.S. providing food and other merchandise hard
to find in mainstream grocery stores. Since NYM was formed in
1995, NYM has been targeting the Chinese and other Asian
population in the U.S. with its in-depth cultural understanding
of its target customers unique consumption habits. NYM currently
has eight retail supermarkets in New York, Massachusetts and
Florida, with in excess of 6,940,000 purchases in its stores in
the fiscal year ended March 31, 2016. It also has two in-house
wholesale businesses, Strong America Limited (Strong America) and
New York Mart Group, Inc. (NYMG), covering more than 6,000
wholesale products and servicing both NYM retail supermarkets and
over 1,000 external clients that range from wholesalers to
retailing groceries and restaurants. NYM has a stable supply of
food from farms in New Jersey and Florida, ensuring reliable
supplies of the most popular vegetables, fruits and seafood. Its
wholesale business and long term relationships with farms
insulate NYM from supply interruptions and sales declines,
allowing it to remain competitive even during difficult markets.

At closing on February 10, 2017, iFresh issued NYMs stockholders
an aggregate of: (i) $5 million in cash, plus (ii) 12,000,000
shares of its common stock. In connection with the closing,
holders of 1,937,967 of E-compasss 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 at a purchase price of $10.00 per share according to an
agreement with Handy Global Limited signed on January 11, 2017.
Each non-redeeming shareholder of E-compass received the
following at the closing of the Redomestication Merger: (i) one
share of iFresh common stock for each share of E-compass common
stock; (ii) one share of iFresh common stock for each ten
E-compass rights; and (iii) eleven shares of iFresh common stock
for every ten E-compass units. Fractional shares were rounded
down.

As a result of the Transactions, the former members of NYM own
approximately 83.9% of the outstanding common stock of iFresh 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.

After giving effect to the Transactions, there are currently
14,303,033 shares of iFresh common stock issued and outstanding.
Upon the Closing, E-compasss common stock, rights and units
ceased trading and iFreshs common stock began trading on the
Nasdaq Capital Market under the symbol IFMK.

In connection with the Acquisition:

iFresh, certain former NYM stockholders and certain stockholders of iFresh entered into a Voting Agreement to set forth their agreements and understandings with respect to how shares of iFresh common stock held by them will be voted following the Transactions. The parties agreed to vote their shares of iFresh common stock as necessary to ensure that the size of the Board of Directors of iFresh after the consummation of the Transactions will be five members until two years after the closing of the Transactions. The parties also agreed to vote their shares of iFresh common stock to ensure the election of one member of the Board of Directors of iFresh designated by the former E-compass shareholders party to the agreement, who must initially be qualified as an independent director to the rules of any stock exchange on which iFresh may be listed, and four members designated by the NYM stockholders, of which two designees must qualify as an independent director to the rules of any stock exchange on which iFresh may be listed.

In connection with the Acquisition, iFresh and Long Deng entered into an option agreement to which iFresh has the option, but not the obligation, to purchase four additional supermarkets (the Option Companies) from Mr. Deng on or prior to March 31, 2017. iFresh has the ability to exercise the option in installments. The option price for each Option Company is $2.5 million in cash minus any liabilities owed to iFresh or any of its subsidiaries by the applicable Option Company as of the closing date.

In connection with the Acquisition, iFresh and the NYM stockholders entered into a Registration Rights Agreement to provide for the registration of the common stock being issued to the NYM stockholders in connection with the Business Combination. The NYM stockholders will be entitled to piggy-back registration rights with respect to registration statements filed following the consummation of the Business Combination. iFresh will bear the expenses incurred in connection with the filing of any such registration statements.

FORM 10 INFORMATION

to Item 2.01(f) of Form 8-K, if the registrant was a shell
company, as iFresh was immediately before the Transactions, then
the registrant must disclose the information that would be
required if the registrant were filing registration statement on
Form 10. Therefore, iFresh is providing below the information
that would be included in a Form 10 if it were to file a Form 10.
Please note that the information provided below relates to the
combined company after iFreshs acquisition of NYM to the
Transactions, unless otherwise specifically indicated or the
context otherwise requires.

Business

The business of iFresh is described in the Proxy
Statement/Prospectus in the section entitled NYM Holding,
Inc.s Business beginning on page 84 and that information is
incorporated herein by reference.

Risk Factors

The risks associated with iFreshs business are described in the
Proxy Statement/Prospectus in the section entitled Risk
Factors beginning on page 17 and are incorporated herein by
reference.

Financial Information

Reference is made to the disclosure set forth in Section 9.01 of
this Current Report on Form 8-K concerning the financial
information of iFresh. Reference is further made to the
disclosure contained in the Proxy Statement/Prospectus in the
section entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations of NYM Holding,
Inc. beginning on page 104 and set forth below in Item 2.02,
which is incorporated herein by reference.

Employees

The employees of iFresh are described in the Proxy
Statement/Prospectus in the section entitled NYM Holding,
Inc.s BusinessEmployees on page 101 and that information is
incorporated herein by reference.

Properties

The facilities of iFresh are described in the Proxy
Statement/Prospectus in the section entitled NYM Holding,
Inc.s Business Properties beginning on page 100 and that
information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and
Management

The following tables sets forth information regarding the
beneficial ownership of iFreshs common stock as of January 10,
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 Business Combination;
	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 Business Combination, 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 as indicated 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 60days of the consummation of the Acquisition are deemed
to be outstanding and beneficially owned by the persons holding
those options or warrants for the purpose of computing the number
of shares beneficially owned and the percentage ownership of that
person. They are not, however, deemed to be outstanding and
beneficially owned for the purpose of computing the percentage
ownership of any other person.

Subject to the paragraph above, percentage ownership of
outstanding shares is based on 14,303,033 shares of iFresh common
stock to be outstanding upon consummation of the Acquisition. The
table below assumes that no E-compass ordinary shares have been
redeemed.

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership				Percent of Class
Long Deng			11,120,000	(4)			77.7	%
Richard Xu			541,000	(2)			3.8	%
Peiling He
Mei Deng			20,000	(4)			*
Lilly Deng			11,120,000	(3)(4)			77.7	%
Jianming You				(4)
Xiangke Fang				(4)
Henry Chang-Yu Lee
All directors and executive officers as a group (seven individuals)			11,681,000				81.7	%
Five Percent Holders:

*	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)	Represent shares held by Lodestar Investment Holdings I LLC, which Mr. Xu controls. Mr. Xu therefore has voting and disposition power over such shares.

(3)	Consists of shares beneficially owned by Long Deng, Mrs. Dengs husband.

(4)	The address of the beneficial owner is 2-39 54th Avenue, Long Island City, NY 11101

(5)	Mei Li has the voting and investment control over the shares.

Directors and Executive Officers

iFreshs directors and executive officers upon the Closing are
described in the Proxy Statement/Prospectus in the section
entitled Directors, Executive Officers, Executive
Compensation And Corporate Governance – Directors and Executive
Officers after the Business Combination beginning on page
128 and that information is incorporated herein by reference.

Executive Compensation

The executive compensation of E-compasss, NYMs and iFreshs
executive officers and directors is described in the Proxy
Statement/Prospectus in the section entitled Directors,
Executive Officers, Executive Compensation And Corporate
Governance Compensation of Directors and Executive Officers
beginning on page 129 and that information is incorporated herein
by reference.

Certain Relationships and Related
Transactions

The certain relationships and related party transactions of
iFresh are described in the Proxy Statement/Prospectus in the
section entitled Certain Transactions beginning on page
134 and are incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings
in the section of the Proxy Statement/Prospectus entitled NYM
Holding, Inc.s BusinessLegal Proceedings beginning on page
102, which is incorporated herein by reference.

Market Price of and Dividends on the Registrants
Common Equity and Related Stockholder Matters

iFreshs ordinary shares began trading on the Nasdaq Capital
Market under the symbol IFMK. iFresh has not paid any cash
dividends on its ordinary shares to date. It is the present
intention of iFreshs board of directors to retain all earnings,
if any, for use in iFreshs business operations and, accordingly,
iFreshs board does not anticipate declaring any dividends in the
foreseeable future. The payment of dividends is within the
discretion of iFreshs board of directors and will be contingent
upon iFreshs future revenues and earnings, if any, capital
requirements and general financial condition.

Information respecting E-compasss common stock, rights and units
and related stockholder matters are described in the Proxy
Statement/Prospectus in the section entitled Price Range of
Securities and Dividends on page 16 and such information is
incorporated herein by reference.

Description of Registrants Securities

The description of iFreshs securities is contained in the Proxy
Statement/Prospectus in the section entitled Description of
the Combined Companys Securities Following the Business
Combination beginning on page 142 and is incorporated herein
by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of
this Current Report on Form 8-K concerning the issuance of
iFreshs common stock to the NYM stockholders in the Transactions,
which is incorporated herein by reference.

Indemnification of Directors and
Officers

Reference is made to the disclosure regarding legal proceedings
in the section of the Proxy Statement/Prospectus entitled The
Redomestication Proposal Indemnification of Directors and
Officers beginning on page 69, which is incorporated herein
by reference.

Item2.02.

Results of Operations and Financial Condition.

NYMs Managements Discussion and Analysis of Financial Condition
and Results of Operations for the year ended December 31, 2016 is
set forth below. Additionally, certain annual and quarterly
financial information regarding NYM was included in the Proxy
Statement/Prospectus, in the section entitled Managements
Discussion and Analysis of Financial Condition and Results of
Operations of NYM Holding, Inc. beginning on page 104, which
is incorporated herein by reference.

NYMs Managements Discussion and Analysis of Financial Condition
and Results of Operations

NYM is an Asian Chinese supermarket chain in north-eastern region
with eight retail super markets and two wholesale facilities. NYM
plans to strategically expand along the I-95 corridor and its
goal is to cover all states on the east coast. Although no
agreements are in place, with additional capital support, NYM
hopes to acquire and/or open four, six and twenty new stores in
2017, 2018 and 2019, respectively.

a.	NYM provides unique products to meet the demands of the Asian/Chinese American Market;

b.	NYM has established a merchandising system backed by an in-house wholesale business and by long-standing relationships with farms;

c.	NYM 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.	NYM capitalizes on economies of scale, allowing strong negotiating power with upstream vendors, downstream customers and sizable competitors; and

e.	NYM has a proven and replicable track record of management, operation, acquisition and organic growth.

NYMs net sales were $97.1 million and $98.2 million for nine
months ended December 31, 2016 and 2015, respectively. In terms
of sales by category, Perishables constituted approximately 60.6%
of the total sales for the nine months ended December 31, 2016.
NYMs net income was $1.0 million for the nine months ended
December 31, 2016, a decrease of $1.8 million, or 65.2%, from
$2.8 million for the nine months ended December 31, 2015.
Adjusted EBITDA was $4.0 million for the nine months ended
December 31, 2016, a decrease of $2.5 million, or 38.6%, from
$6.5 million for the nine months ended December 31, 2015. For
additional information on Adjusted EBITDA, See the section
entitled NYMs Managements Discussion and Analysis of Financial
Condition and Results of Operations Adjusted EBITDA, beginning on
page 9.

Factors Affecting NYMs Operating Results

Seasonality

NYMs business shows seasonal fluctuations. Sales in its first and
second fiscal quarters (ending June 30 and September 30,
respectively) are usually 5% to 10% lower than in third and
fourth quarters (ending December 31 and March 31, respectively).
In its third fiscal quarter, customers make holiday purchases 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).

Weather Conditions

Over 50% of NYMs sales are perishables, including fruit,
vegetables and seafood, of which the supply is easily affected by
the weather. In 2016, the spring was colder than usual and
subject to significant swings in temperature. Because of that the
yield of Asian vegetables and fruits decreased dramatically in
the quarters ended June 30 and March 31, 2016, and there were
significant delays in supply of vegetables and fruits as compared
to the same period of last year. Therefore, sales of vegetables
and fruits declined in spring 2016, and NYM had to increase
imports from Mexico and other countries. In addition, the red
tide in Florida last year adversely affected the supply of
shrimp, lobster and other seafood products in the current year.

Parking

The availability of parking is important to NYMs sales volume,
and changes in the availability of parking would affect NYMs
sales volume. For example, one of the two parking lots serving
NYMs Ming store in Boston was required to be temporarily leased
to a farmers market on Sundays by the city of Boston 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 farmers market expired on October 31, 2016.

Competition

Competitors opened two new stores in Brooklyns Chinatown in early
2016, which negatively impacted the sales of NYMs two stores
located in the area for the nine months ended December 31, 2016.
NYMs management believes that this impact is temporary and
expects sales to rebound because the stores are the only ones
owned by the operators and therefore lack the sophisticated
procurement process that NYM has and do not have the same
influence over suppliers as NYM.

Payroll

Minimum wage rates in some states increased in 2016. For example,
the minimum wage went from $10 to $11 per hour in Massachusetts.
In addition, NYM hired more personnel to improve business
operations and internal controls in anticipation of becoming a
reporting company. As a result, payroll and related expenses
increased $1.4 million, or 30.2%, for the nine months ended
December 31, 2016 as compared to the same period of last year.
NYM plans to implement 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 with E-compass and
began to engage third parties in connection therewith, including
a financial advisor, legal counsel and auditor, and incurred
$634,000 of professional fees related thereto in the nine months
ended December 31,2016.

Vendor and Supply Management

NYM believes that a centralized and efficient vendor and supply
management system are the keys to profitability. NYM operates its
own wholesale facilities, which supplied about 23% of its
procurement for the fiscal year ended March 31, 2016. NYM
recently centralized the management of its vendors and
procurement. It believes that such centralized vendor management
enhances NYMs negotiating power and improves its ability to
turnover inventory and vendor payables. Any changes to the vendor
and supply management could affect NYMs purchasing costs and
operating expenses.

Store Maintenance and Renovation

From time to time, NYM conducts maintenance on the fixtures and
equipment for its stores. Any maintenance or renovations could
interrupt the operation 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 they are completed. In
the fiscal year ended March 31, 2016, NYM conducted a renovation
for its store located on EastBroadway in Manhattan, New York.
After completion of the renovation, customer traffic and sales
volume increased significantly. Sales in the store increased
13.4% for the nine months ended December 31, 2016, compared to
the same period of last year. Significant maintenance or
renovation would affect NYMs operation and operating results.

Store Acquisitions and Openings

NYM expects the new stores it acquires or opens to be the primary
driver of its sales, operating profit and market share gains.
NYMs results will be materially affected by the timing and number
of new store additions and the amount of new store opening costs.
For example, NYM 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 NYMs
profit when a store opens. NYM may incur higher than normal
employee costs associated with set-up, hiring, training, and
other costs related to opening a new 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 normal net 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 NYMs more mature stores. A new store could take more than a
year to achieve a level of operating performance comparable to
NYMs existing stores.

How to Assess NYMs Performance

In assessing performance, NYM 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 NYMs business are set forth below:

Net Sales

NYMs net sales comprise gross sales net of coupons and discounts.
NYM does not record sales taxes as a component of retail revenues
as it considers it a pass-through conduit for collecting and
remitting sales taxes.

Gross Profit

NYM calculates gross profit as net sales less cost of sales and
occupancy costs. Gross margin measures gross profit as a
percentage of its net sales. Occupancy costs include store rental
costs and property taxes. The components of NYMs cost of sales
and occupancy costs may not be identical to those of its
competitors. As a result, NYMs gross profit and gross margin may
not be comparable to similar data made available by NYMs
competitors.

Cost of sales includes the cost of inventory sold during the
period, including the direct costs of purchased merchandise (net
of discounts and allowances), distribution and supply chain
costs, buying costs and supplies. NYM recognizes vendor
allowances and merchandise volume related rebate allowances 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.

Adjusted EBITDA

NYM believes that Adjusted EBITDA is a useful performance measure
and can be used to facilitate a comparison of NYMs operating
performance on a consistent basis from period-to-period and to
provide for a more complete understanding of factors and trends
affecting NYMs business than GAAP measures alone can provide. NYM
also uses Adjusted EBITDA as one of the primary methods for
planning and forecasting overall expected performance and for
evaluating on a quarterly and annual basis actual results against
such expectations, and as a performance evaluation metric in
determining achievement of certain compensation programs and
plans for employees, including senior executives. Other companies
in the industry may calculate Adjusted EBITDA differently than
NYM does, limiting its usefulness as a comparative measure.

NYMs management defines Adjusted EBITDA as earnings before
interest expense, income taxes, depreciation and amortization
expense, store opening costs, and non-recurring expenses. All of
the omitted items are either (i)non-cash items or (ii) items that
NYM does not consider in assessing its on-going operating
performance. Because it omits non-cash items, NYMs management
believes that Adjusted EBITDA is less susceptible to variances in
actual performance resulting from depreciation, amortization and
other non-cash charges and more reflective of other factors that
affect its operating performance. NYMs management believes that
the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing
operating results and trends and in comparing the companys
financial measures with other specialty retailers, many of which
present similar non-GAAP financial measures to investors.

Results of Operations for the Nine months ended December
31, 2016 and 2015

		For the nine months ended December 31,								Changes
										$				%
Net sales-third parties		$	90,874,879			$	93,800,416			$	(2,925,317	)			-3.1	%
Net sales-related parties			6,219,027				4,419,850				1,799,177				40.7	%
Total Sales			97,093,906				98,220,266				(1,126,360	)			-1.1	%
Cost of sales			71,562,219				72,564,072				(1,001,853	)			-1.4	%
Occupancy costs			5,396,778				5,286,798				109,980				2.1	%
Gross Profit			20,134,909				20,369,396				(234,487	)			-1.2	%
Selling, general and administrative expenses			18,841,217				15,610,416				3,230,801				20.7	%
Income from operations			1,293,692				4,758,980				(3,465,288	)			-72.8	%
Interest expense			(152,551	)			(166,027	)			13,476				-8.1	%
Other income			758,274				578,897				179,377					%
Income before income tax provision			1,899,415				5,171,850				(3,272,435	)			-63.3	%
Income tax provision			(854,743	)			(2,327,333	)			1,472,590				-63.3	%
Net income		$	1,044,672			$	2,844,517			$	(1,799,845	)			-63.3	%
Net income attributable to common stockholders		$	1,044,672			$	2,844,517			$	(1,799,845	)			-63.3

Net Sales

		For the nine months ended December 31,								Changes
										$				%
Net sales of retail-third parties		$	79,663,230			$	83,381,418			$	(3,718,188	)			-4.4	%
Net sales of wholesale-third parties			11,211,649				10,418,998				792,651				7.6	%
Net sales of wholesale-related parties			6,219,027				4,419,850				1,799,177				40.7	%
Total Net Sales		$	97,093,906			$	98,220,226			$	(1,126,360	)			-1.1	%

NYMs net sales were $97.1 million for the nine months ended
December 31, 2016, a decrease of $1.1 million, or 1.1%, from
$98.2 million for the nine months ended December 31, 2015.

Net retail sales to third parties decreased $3.7 million, or
4.4%, from $83.4 million for the nine months ended December 31,
2015, to $79.7 million for the nine months ended December 31,
2016. The decrease resulted from a decrease of $2.1 million in
Ming store sales dues to a parking lot not being available on
Sundays from April to October 2016, a decrease of $0.9 million in
two stores located in Chinatown, Brooklyn NY, due to the impact
of weather conditions on the availability of fresh produce and
new competitors , a decrease of $1.5 million in stores due to the
impact of weather conditions on the availability of fresh
produce, partially offset by an increase of $0.8 million in a
store after renovation. Total net wholesale sales increased $2.6
million from $14.8 million for the nine months ended December 31,
2015 to $17.4 million for the nine months ended December 31,
2016, which was attributable to an increase of $1.8 million in
sales to related parties due to NYM focusing on improving its
central procurement system through its wholesale facilities and
an increase of $0.8 million from its wholesale revenue to third
parties due to expansion of the wholesales business.

Cost of sales, Occupancy costs and Gross Profit

		For the nine months ended December 31,								Changes
										$				%
Total Net Sales		$	97,093,906			$	98,220,266			$	(1,126,390	)			-1.1	%
Cost of sales			71,562,219				72,564,072				(1,001,853	)			-1.4	%
Occupancy costs			5,396,778				5,286,798				109,980				2.1	%
Gross Profit		$	20,134,909			$	20,369,396			$	(234,487	)			-1.2	%
Gross Margin			20.7	%			20.7	%			–

Gross profit was $20.1 million and $20.4 million for the nine
months ended December 31, 2016 and 2015, respectively. Gross
margins were 20.7% for the nine month periods ended December 31,
2016 and, 2015.

Cost of sales decreased $1.0 million, or 1.4%, from $72.6 million
for the nine months ended December 31, 2015 to $71.6 million for
the nine months ended December 31, 2016. The decrease was mainly
attributable to the decreased sales in the nine months ended
December 31, 2016

Occupancy costs consist of store-level expenses such as rental
expense, property taxes and other store specific costs. Occupancy
costs increased approximately $0.1 million, or 2.1%, from $5.3
million for the nine months ended December 31, 2015 to $5.4
million for the nine months ended December 31, 2016, which was
mainly attributable to the increase of property taxes as a result
of the increase of market value of properties that NYM leases.

Selling, General and Administrative Expenses

Selling, general and administrative expenses was $18.8 million
for the nine months ended December 31, 2016, an increase of $3.2
million, or 20.7%, compared to $15.6 million for the nine months
ended December 31, 2015, which was mainly attributable to an
increase of $2.3 million in payroll and related insurance and
taxes, and an increase of $0.6 million of professional fees
incurred in connection with the transaction with E-compass, and
an increase of $0.3 million of rental and utility expenses.

Interest Expense

Interest expense was $152,551 for the nine months ended December
31, 2016, a decrease of $13,476, or 8%, from $166,027 for the
nine months ended December 31, 2015, primarily attributable to
the decrease 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 in December 2016.

Other income

Other income was $758,274 for the nine months ended December 31,
2016, an increase of $179,377, or 31%, from $578,897 for the nine
months ended December 31, 2015, primarily attributable to an
increase of management fee income and advertising fee income
charged to third-party stores based on sale volume.

Income Taxes Provision

NYM is subject to U.S. federal and state income taxes. Income
taxes provision was $0.9 million for the nine months ended
December 31, 2016, a decrease of $1.5 million, or 63.3%, compared
to $2.3 million for the nine months ended December 31, 2015,
which was mainly attributable the decrease in taxable income. The
effective income tax rate was 45.0% for the nine months ended
December 31, 2016 and 2015. The federal tax rate was 34% and
state and local income tax rates were 11% for the nine months
ended December 31, 2016 and 2015.

Net Income

		For the nine months ended December 31,								Changes
										$				%
Net income		$	1,044,672			$	2,844,517			$	(1,799,845	)			-63.3	%
Profit Margin			1.0	%			2.9	%			-1.9	%

Net Income was $1.0 million for the nine months ended December
31, 2016, a decrease of $1.8 million, or 63.3%, from $2.8 million
for the nine months ended December 31, 2015, mainly attributable
to the increase of selling, general and administrative expenses
as described above. Profit margin as percentage of sales was 1.0%
and 2.9% for the nine months ended December 31, 2016 and 2015,
respectively.

Adjusted EBITDA

The following table reconciles Net Income to Adjusted EBITDA.

		For the nine months ended December 31,								Changes
										$				%
Net income		$	1,044,672			$	2,844,517			$	(1,799,845	)			-63.3	%
Interests expenses			152,551				166,207				(13,656	)			-8.2	%
Income tax provision			854,743				2,327,333				(1,472,590	)			-63.3	%
Depreciation and amortization			1,165,643				1,012,265				153,378				15.2	%
Amortization of intangible assets			99,999				99,999								0.0	%
Merger expenses(1)			634,000								634,000
Adjusted EBITDA		$	3,951,608			$	6,450,321			$	(2,498,713	)			-38.7	%
Percentage of sales			4.1	%			6.6	%			-2.5	%

(1)	Merger expenses were professional fees paid to a financial advisor, legal counsel and auditors in connection with the transaction with E-compass, which are non-recurring expenses and added back for adjusted EBITDA.

Adjusted EBITDA was $4.0 million for the nine months ended
December 31, 2016, a decrease of $2.5 million, or 38.7%, as
compared to $6.5 million for the nine months ended December 31,
2015, mainly attributable to the increase of selling, general and
administrative expenses as described above. The percentage of
sales for adjusted EBITDA was 4.1% and 6.6% for the nine months
ended December 31, 2016 and 2015, respectively.

Liquidity and Capital Resources

As of December 31, 2016, NYM had cash and cash equivalents of
approximately $9.0 million. NYM has funded working capital and
other capital requirements primarily by equity contribution from
stockholders, cash flow from operations, and bank loans. Cash is
required to pay purchase costs for inventory, rental, salaries,
office rental expenses, income taxes, other operating expenses
and repay debts. Although NYMs management believes that 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 its current obligation will depend on the future
realization of its current assets. NYMs 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 December 31, 2016.
NYMs ability to continue to fund these items may be affected by
general economic, competitive and other factors, many of which
are outside of NYMs control. If the future cash flow from
operations and other capital resources are insufficient to fund
its liquidity needs, NYM may be forced to reduce or delay its
expected new store acquisition and openings, sell assets, obtain
additional debt or equity capital or refinance all or a portion
of its debt. NYMs working capital position benefits 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 few business days of the related sale and the quick inventory
turnover.

On December 23, 2016 (the Effective Date), NYM entered into a $25
million secured Credit Agreement (the Credit Agreement) with
KeyBank National Association (the Lender). The Credit Agreement
provides for (i) a $5 million revolving credit facility (the
Revolving Credit Facility), (ii) a $15 million effective date
term loan facility (the Effective Date Term Loan Facility), which
was fully drawn on the Effective Date, and (iii) a $5 million
delayed draw term loan facility (the Delayed Draw Term Loan
Facility and, together with the Revolving Credit Facility and the
Effective Date Term Loan Facility, the Facilities), which is
available to be drawn within one year after the Effective Date.
The Facilities are secured by all assets of NYM and its
subsidiaries and mature on December 23, 2021. Interest is charged
at a rate equal to (a) the Lenders prime rate plus 0.95%, or (b)
the Adjusted LIBOR Rate (as defined in the Credit Agreement) plus
1.95%. NYM will pay a commitment fee equal to 0.25% of the
undrawn amount of the Revolving Credit Facility and 0.25% of the
unused Delayed Draw Term Loan Facility. Closing fees and expenses
were in the amount of $912,500. Except as stated below, the
Facilities are subject to customary events of default. It will be
an event of default if Mr. Long Deng resigns, is terminated, or
is no longer actively involved in the management of NYM and a
replacement reasonably satisfactory to the Lender is not made
within sixty (60) days after such event takes place. On February
16, 2017, NYM and the Lender entered into a waiver and first
amendment to the credit agreement, to which the Lender agreed to
extend the time for NYM to comply with certain post-closing items
contained in the Credit Agreement and waived for 60 days a
default by Strong America to the Credit Agreement. The default
resulted from a guaranty that Strong America provided to a third
party that was previously undisclosed to the Lender. NYM paid the
Lender $7,500 in connection with credit agreement and waiver.

Based on the above, NYMs management is of the opinion that NYM
has sufficient funds to meet its working capital requirements and
debt obligations as they become due. However, there is no
assurance that management will be successful in their plan. There
are a number of factors that could potentially arise that could
result in shortfalls to the Companys plan, such as the demand for
its products, economic conditions, the competitive pricing in the
retail industry and its bank and suppliers being able to provide
continued supports. If NYM is not able to turn over its inventory
and collect on receivables as it has done in the past, Mr. Long
Deng, the majority stockholder and Chief Executive Officer of
NYM, has indicated that he will fund NYMs operations.

The following table summarizes NYMs cash flow data for the nine
months ended December 31, 2016 and 2015.

		For the nine months ended December 31,
Net cash provided by operating activities		$	2,909,541			$	5,381,843
Net cash used in investing activities			(4,722,186	)			(3,881,777	)
Net cash provided by (used in) financing activities			10,290,346				(605,146	)
Net (decrease) increase in cash and cash equivalents		$	8,477,701			$	894,920

Operating Activities

Net cash provided by operating activities consists primarily of
net income adjusted for non-cash items, including depreciation
and amortization and changes in deferred income taxes, and the
effect of working capital changes. Net cash provided by operating
activities was approximately $2.9 million for the nine months
ended December 31, 2016, a decrease of $2.5 million, or 46%,
compared to $5.4 million for the nine months ended December 31,
2015. The decrease was a result of a decrease of cash generated
from net income of $1.8 million, partially offset by an increase
of $0.1 million from change of working capital mainly resulting
from an increase in accounts payable.

Investing Activities

Net cash used in investing activities was approximately $4.7
million for the nine months ended December 31, 2016, an increase
of $0.8 million, compared to $3.9 million for the nine months
ended December 31, 2015. The increase was primarily attributable
to the increase in advances to related parties with the intention
of converting these advances into deposits on the purchase price
upon acquisitions of these entities to the option agreement being
entered into at the closing of the transaction between NYM and
E-compass.

Financing Activities

Net cash provided by financing activities was approximately $10.3
million for the nine months ended December 31, 2016, which mainly
consisted of net cash flow from borrowing bank loans of $11.4
million. Net cash used in financing activities was $0.6 million
for the nine months ended December 31, 2015, which mainly
consisted of $1.1 million of repayment of a loan due to Mr. Long
Deng, the majority stockholder and the Chief Executive Officer of
NYM, offset by $0.8 million of net cash received from borrowing
on loans and notes payable.

Commitments and Contractual Obligations

The following table presents the Companys material contractual
obligations as of December 31, 2016:

Contractual Obligations (unaudited)		Total				Less than 1 year				1-3 years				3-5 years				More than 5 years
Bank Loans		$	15,000,000			$	984,172			$	2,289,895			$	11,725,933			$
Estimated interest payments on bank loans			2,687,291				587,088				1,138,308				961,895
Notes payable			745,014				276,055				354,674				114,285
Capital lease obligations			51,904				37,004				14,900
Operating Lease Obligations(1)			88,589,379				6,072,013				12,450,650				13,805,186				56,261,530
		$	107,073,588			$	7,956,332			$	16,248,427			$	26,607,299			$	56,261,530

(1)	Operating lease obligations do not include common area maintenance, utility and tax payments to which NYM is obligated, which is estimated to be approximately 50% of operating lease obligation.

Off-balance Sheet Arrangements

NYM is not a party to any off-balance sheet arrangements.

Critical Accounting Estimates

The discussion and analysis of NYMs financial condition and
results of operations are based upon its financial statements,
which have been prepared in accordance with GAAP. These
principles require NYMs 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 Companys critical
accounting estimates included, but are not limited to: allowance
for estimated uncollectible receivables, inventory valuations,
lease assumptions, impairment of long-lived assets, impairment of
intangible assets, and income taxes. NYM bases its estimates on
historical experience and on various other assumptions that it
believes to be reasonable under the circumstances. Actual results
may differ from these estimates. To the extent that there are
material differences between these estimates and the actual
results, future financial statements will be affected.

NYMs management believes that among their significant accounting
policies, which are described in Note3 to the audited
consolidated financial statements of NYM included in the Proxy
Statement/Prospectus, the following accounting policies involve a
greater degree of judgment and complexity. Accordingly, NYMs
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 sales as 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 formal arrangement exists, the price is fixed
or determinable, the delivery is completed, NYM has no other
obligations and collectability is reasonably assured. Payments
received before all of the relevant criteria for revenue
recognition are recorded as customer deposits.

Accounts Receivable

Accounts receivables consist primarily of uncollected amounts
from customer purchases (primarily from the Companys two
distribution operations), credit card receivables, and food stamp
vouchers and are presented net of an allowance for estimated
uncollectible amounts.

NYM periodically assesses its accounts receivable for
collectability on a specific identification basis. If
collectability of an account becomes unlikely, an allowance is
recorded for that doubtful account. Once collection efforts have
been exhausted, the account receivable is written off against 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 and retail perishable inventories by assigning
costs to each of these items based on a first-in, first-out
(FIFO) basis (net of vendor discounts).

NYMs wholesale and retail non-perishable inventory is valued at
the lower of cost or market using weighted average method.

Operating Leases

NYM leases retail stores, warehouse facilities and administrative
offices under operating leases. Incentives received from lessors
are deferred and recorded as a reduction of rental expense over
the lease term using the straight-line method. Store lease
agreements generally include rent escalation provisions. The
Company recognizes escalations of minimum rents as deferred rent
and amortizes these balances on a straight-line basis over the
term of the lease.

Income Taxes

NYM must make certain estimates and judgments in determining
income tax expense for financial statement purposes. The amount
of taxes currently payable or refundable is accrued, and deferred
tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
are also recognized for realizable loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the fiscal year in 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 rates is recognized in income in the period
that includes the enactment date.

NYM apply the provisions of the authoritative guidance on
accounting for uncertainty in income taxes that was issued by the
Financial Accounting Standards Board, or FASB. to this guidance,
and may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities based on the
technical merits of the position. The tax benefits recognized in
the consolidated financial statements from such a position should
be measured based on the largest benefit that has a greater than
50% likelihood of being realized 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

See Note 3 to the unaudited condensed consolidated financial
statements of NYM included as Exhibit 99.3 to this Current Report
on Form 8-K.

Item 3.02.

Unregistered Sales of Equity Securities.

to the Merger Agreement, the NYM stockholders received, as
partial consideration for Acquisition Merger, an aggregate of
12,000,000 shares of iFresh common stock at the closing of the
Transactions as described in Item 2.01, above. The securities
were issued to Section 4(a)(2) of the Securities Act of 1933, as
amended, as the transactions did not involve a public offering.

Item5.01.

Changes in Control of Registrant.

Reference is made to the disclosure described in the Proxy
Statement/Prospectus in the Section entitled The Business
Combination Proposal and The Acquisition Agreement
beginning at pages 38 and 60, respectively, which is incorporated
herein by reference. The disclosure contained in Item 2.01 of
this Current Report on Form 8-K is incorporated by Reference
herein.

Item5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Reference is made to the sections entitled Directors,
Executive Officers, Executive Compensation And Corporate
Governance Current Directors and Executive Officers and
Directors, Executive Officers, Executive Compensation And
Corporate Governance – Directors and Executive Officers after the
Business Combination beginning on pages 123 and 128,
respectively, of the Proxy Statement/Prospectus, and that
information is incorporated herein by reference.

Item5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the Transactions, E-compass merged with and into
iFresh with iFresh surviving the merger. Upon closing of the
Redomestication Merger, the constitutional documents of iFresh
replaced those of E-compass. See the sections of the Proxy
Statement/Prospectus entitled The Redomestication
Proposal and Description of the Combined Companys
Securities Following the Business Combination on pages 63
and 142, respectively.

Item5.06.

Change in Shell Company Status.

As a result of the Transactions, iFresh ceased being a shell
company. Reference is made to the disclosure in the Proxy
Statement/Prospectus in the sections The Business Combination
Proposal and The Acquisition Agreement beginning at
pages 38 and 60, respectively, which are incorporated herein by
reference. Further reference is made to the information contained
in Item 2.01 of this Form 8-K.

Item8.01.

Other Events.

On February 13, 2017, iFresh issued a press release announcing
the completion of the Transactions, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K.

Item9.01.

Financial Statement and Exhibits.

(a)-(b) Financial Statements.

Information responsive to Item 9.01(a) and (b) of Form 8-K is set
forth in the financial statements included in the Proxy
Statement/Prospectus beginning on page F-2, and under Unaudited
Pro Forma Condensed Combined Financial Statements beginning on
page 78, which information is incorporated herein by reference.
In addition, iFresh is filing herewith the unaudited condensed
consolidated financial statements of NYM as of December 31, 2016
as Exhibit 99.2 and updated unaudited pro forma condensed
combined financial information as of December 31, 2016 as
Exhibits 99.3.

Exhibit No.		Description
2.1		Merger Agreement(1)
3.1		Amended and Restated Certificate of Incorporation of iFresh Inc. (2)
3.2		Amended and Restated Bylaws of iFresh Inc. (2)
4.1		Specimen Unit Certificate(2)
4.2		Specimen Ordinary Share Certificate(2)
4.3		Specimen Right Certificate(2)
10.2		Escrow Agreement between the Registrant, Continental Stock Transfer Trust Company and the E-compasss Initial Shareholders.(3)
10.3		Registration Rights Agreement between the Company and certain security holders of E-compass.(2)
10.4		Option Agreement
10.5		Voting Agreement
10.6		Registration Rights Agreement
99.1		Press Release dated February 13, 2017
99.2		Unaudited Condensed Consolidated Financial Statements of NYM for the quarter ended December 31, 2016
99.3		Pro-Forma Financial Information for the quarter ended December 31, 2016

*	Previously filed.
(1)	Incorporated by reference to E-compasss Current Report on Form 8-K dated July 25, 2016.

(2)	Incorporated by reference to iFreshs Registration Statement on Form S-4 (333-213061).

(3)	Incorporated by reference to E-compasss Current Report on Form 8-K dated August 12, 2015.

iFresh Inc. (NASDAQ:IFMK) Recent Trading Information

iFresh Inc. (NASDAQ:IFMK) closed its last trading session up +2.24 at 16.74 with 45,806 shares trading hands.