1 Confidential Copy #____________ PRIVATE PLACEMENT MEMORANDUM Common Stock for a total of $4, 000,000 International Brand Management Consultants Corp. a Nevada corporation (the “Company,” “we,” or “us”), is offering (the “Offering”) to sell shares of its Common Stock (the “Common Stock”) for cash up to a total of $4,000,000. The Offering will terminate upon the earlier of: (i) the completion of the sale of all of the shares; (ii) October 31, 2007. The Offering may be extended by the Company in its sole discretion (the "Offering Period"). The Offering may be closed from time to time, in tranches of any number of shares of Common Stock (collectively the "Closings"). The offering price of the shares of Common Stock has been determined by the Company. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense. _____________________________________________________________________ Selling Proceeds to Price to Public(1) Commissions the Company(2) Per Share $1.00 $ 0 $ 1.00 _____________________________________________________________________ (1) Please refer to the offering term sheet for pricing detail (2) Before deducting the accountable expense allowed of the Company. 2 THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" set forth in this Memorandum which are incorporated herein by reference. THE SECURITIES BEING OFFERED PURSUANT TO THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE RE-OFFERED OR RESOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES NOR THERE, ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. ANY DISTRIBUTION OF THIS MEMORANDUM BY THE OFFEREE IN WHOLE OR IN PART IS UNAUTHORIZED. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL AS TO LEGAL AND RELATED MATTERS CONCERNING HIS INVESTMENT. NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE OFFERING OF THE SECURITIES. EXCEPT FOR THIS MEMORANDUM OR STATEMENTS OR DOCUMENTS CONTAINED HEREIN, NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE SECURITIES OFFERED HEREBY EXCEPT THE INFORMATION CONTAINED HEREIN. Each prospective investor will be afforded, and should seek, the opportunity to obtain any additional information which such prospective investor may reasonably request, to ask questions of, and to receive answers from, the Company or any other person authorized by the Company to act, concerning the terms and conditions of the Offering, the information set forth herein and any additional information which such prospective investor believes is necessary to evaluate the merits of the Offering, as well as to obtain additional information necessary to verify the accuracy of information set forth herein or provided in response to such prospective investor's inquiries. Any prospective investor having any questions or desiring additional information should contact: The Company: Frank Yuan, CEO International Brand Managements Corp 9436 Jacob Lane Rosemead CA 91770 T: (626) 279-1800 F: (866)401-2986 frank@asapshow.com Legal Counsel: The Otto Law Group Seattle, Washington Certified Public Accountant: Sutton Robinson Freeman. Tulsa, Oklahoma3 TABLE OF CONTENTS CAPTION PAGE The Offering Term Sheet ..............................................................................................................................4 Summary ......................................................................................................................................................5 Key Financial Highlights and Summary Pro Forma Financial Information.....................................................7 Dilution ........................................................................................................................................................7 Capitalization ................................................................................................................................................8 Use of Proceeds ..........................................................................................................................................9 Management ..............................................................................................................................................9 Risk Factors .............................................................................................................................................10 Organization Chart........................................................................................................................ Appendix A Analysis of Franchise store return on investment actual cases.................................................... Appendix B List of 14 brands introduction........................................................................................................ Appendix C Prototype Stores images ............................................................................................................. Appendix D Brand Photo Album ...................................................................................................................... Appendix E Subscription Agreement/Accredited Investor Suitability Questionnaire........................................Appendix F Wire Instructions ...........................................................................................................................Appendix G 4 THE OFFERING TERM SHEET Securities Offered : The Company is offering for sale up to four million shares of Common Stock of the Company payable in cash upon subscription. The Company reserves the right in its sole discretion to increase the size of the Offering. Pricing : $1.00 per share. Minimum Investment : US Dollars Twenty Thousand ($20, 000) per investor Common Stock Outstanding1 Prior to Offering : 2,500,000 Shares as of August 15, 2007 Use of Proceeds For general corporate and working capital purposes. See "Use of Proceeds." Terms of the Offering : Offering proceeds will be deposited and held in a non-interest bearing account and may be withdrawn by the Company immediately since there is no minimum amount required to be raised pursuant to the Offering. Who May Invest : The shares of Common Stock of the Company are being offered pursuant to this Memorandum solely to persons who are "accredited investors" as defined in Regulation D promulgated under the Act. See the Accredited Investor Suitability Questionnaire attached hereto as Appendix B. Risk Factors : The shares of Common Stock offered hereby involve a high degree of risk. See "Risk Factors" set forth in the Memorandum and the SEC Documents. Restrictions on Resale : The investors who purchase any shares of Common Stock pursuant to the Offering will be restricted from selling, transferring, pledging or otherwise disposing of any shares due to restrictions under applicable Federal and state securities laws. Listing : The Company intends to apply for the listing of its shares of Common Stock for trading on the Over the Counter Bulletin Board (“OCT BB”), or NASDAQ Small Cap Market or the American Stock Exchange by December 31, 2009, although the Company cannot assure such results. How to Invest : Each investor must: (a) Execute and deliver the Subscription Agreement attached hereto as Appendix B,. (b) Wire or mail the total subscription funds to the United Commercial Bank per the instructions in Appendix C 5 SUMMARY You should read this summary in conjunction with the more detailed information and financial statements appearing elsewhere in this Memorandum. This Memorandum contains forward-looking statements that are based on our beliefs, assumptions and information currently available. When used in this Memorandum, the words “believe,” ”expect,” “anticipate,” “estimate” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions, which are identified and described in the “Risk Factors” section, below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results will vary materially from those anticipated, estimated, or projected and the variations may be material. We caution you not to place undue reliance on any such forward-looking statements, all of which speak only as of the date made. Overview International Brand Management Consultants Corp. (“IBMC”) incorporated in the State of Nevada, United States on June 11, 2007 for the purpose of opening multiple International brands’ company owned and/or franchise stores all over China. Acting as the master licensee for international fashion brands, chain stores and retailers, and leveraging its brand recognition, design capabilities, marketing experience and skills, IBMC will open multiple stores for each brand either company owned or franchisee operations to penetrate China Retail Market -the fastest growing economy in the world. These stores may be in the form of free standing/independent stores or stores/concessionaire stores within large department stores. Currently, IBMC holds the master license for 14 international brands¹, chain stores and retailers, and has opened 14 flag ship proto type stores in Wuxi at the International Textile & Fashion Mega-mall (“ITFM”), the World’s largest apparel and textile wholesale mart with over 13 million square feet of selling space. Turn Key Franchise Concept IBMC will utilize the Franchising concept to aggressively develop distribution channels for its licensed brands in China. Franchise based operations is the fastest growing phenomenon in China currently, the reason being; ! Chinese people by nature are very entrepreneurial and prefer to be in business for themselves over being employed. ! Franchise operations require minimal planning & management skills on part of the Franchisee. As the entire concept, business model, store merchandise, fashion designs, legal advice and estimated returns on investment are provided to them. ! Economy of scale due to larger procurement of locally manufactured merchandise for a large number of stores ensures that the Franchise stores enjoy lower costs, competitive advantage, access to brand promotions ensure profitability at an early stage. ! Franchisee’s are also provided training both at the management & staff level to ensure that the best business practices, such as customer service, proper inventory control, store display and sales strategies are employed thereby providing a higher probability of success. IBMC shall provide franchisee’s a cutting edge mobile phone with built in Point of Sale systems to track sales, merchandise stocks, high selling item trends and many other functions. 1 The master license for the 14 brands is currently held by ITFM. ASAP Show Inc., sister company and currently major shareholder of IBMC, was instrumental in introducing the 14 brands to ITFM and brokering the master license agreement. ITFM has given IBMC the exclusive rights to promote, develop and market its Licensed 14 brands in China, Hong Kong, Taiwan and Macau region. 6 ! Retirement age in China is currently at 55 years, people are young and healthy with enough experiences which make them ideal candidates who can be trained to effectively manage a franchisee store. Furthermore current crop up of young college graduates are willing to take risks and eager to start their own business as compared to earlier generations. This group will be ideally poised to take advantage of the low investments, training and nearly guaranteed success by franchised store operations. ! IBMC management utilizing its vast experiences has ensured that investment requirement is minimal and will range from $ 10,000 to $ 12,000 per store for a 250 sq. foot store space. This investment would include the decoration of store and 1st in store merchandise cost. Making the IBMC franchised stores very affordable to a large section of the populace and presenting a low barrier to establishing their own business. ! International Fashion Brands can bring the international fashion concept, future forecasts, styles, colors, trends and marketing knowledge that Chinese domestic brands lack. This will result in a cyclic growth of fashion consciousness further fuelling demand for Fashion brands within the China Retail Market. IBMC Franchise Terms and Conditions 1. Merchandise retail ticket price will be 4 times the cost to Franchisee. 2. Store promotion policy a) New arrivals sell at 20% off, b) 2nd month 40% off, c) 3rd month 70% off from ticket price and d) 4th month Franchisee has the option to return unsold goods at 50% of their cost to IBMC. 3. Franchisees shall be required to contribute 3% of sales as Advertisement/promotion funds. 4. Potential Franchisee’s will need to provide the store location for evaluation and approval by IBMC management prior to signing of Franchisee agreement. 5. IBMC shall appoint a District Manager for every 20 Franchise Stores, to continuously supervise, monitor, train, motivate franchisees and at the same time ensure compliance with company policies. Compliance with policies is the key for rapid growth and success of franchise stores. IBMC Current Status and Strategic Placement IBMC is currently focused on developing 4 of its 14 Master licensed brands in China on a fast track basis. These 4 brands represent the hottest retail sectors in the apparel industry – CanCan – Lingerie brand which is positioned like Victoria Secret in terms of range and quality with better pricing, Lilliput – Kids Wear , age 3-6 comparable to Gap Kids, Uniform Code – Junior Fashion similar to H & M and Nishami – women’s trendy wear similar to Zara /Mango. IBMC will launch the other 10 brands at a later stage and is currently in negotiation with 20 more international brands to acquire the master license in China for future development. Our target is to open 80 stores (20 stores each brand) by October 1st, 2007 and plans to open 300-500 stores in total by December 31, 2008. IBMC projects approximately 2,000+ stores under multiple brand names by the December 31, 2009. Access and control of a large distribution channel /store locations shall represent an invaluable asset to the Company. Once the distribution channel is built, it will enable IBMC to deploy additional services, which are non –apparel in nature e.g. ATM machines on store locations, Bill collection/Payment centers for communication & utility companies, travel agent services, and issuing insurance policy. These types of kiosk based convenience services will generate additional revenue, increasing store profits and simultaneously result in enormous value addition to IBMC. Management will use its best effort to launch its Initial Public Offering (“IPO”) and/or Investors’ shares will be publicly traded through reverse merger by December 31, 2009 (management estimates 2,000 stores operations shall have an approximate market capitalization in excess of ½ billion dollars) 7 Key Financial Highlights IBMC was capitalized with $250,000 and has issued 2.5 million shares, with 50% funding from ASAP Show Inc & Mr. Frank S Yuan each. IBMC has reserved 3 million shares as stock option plans for its key employees and officers. IBMC is looking to raise additional capital of $4 million with $1 per share through private placement from accredited investors. SUMMARY PRO FORMA FINANCIAL INFORMATION The following table sets forth our summary historical financial data for the periods set forth. This information should be read in conjunction with our consolidated financial statements and notes thereto contained elsewhere in this Memorandum: Balance Sheet Data: August 15, 2007 August 15, 2007 As adjusted1 (Un-audited) (Un-audited) Current Assets $ 250,000 $ 4,250,000 Total Assets 250,000 4,250,000 Current Liabilities 0 0 Long Term Liabilities 0 0 Shareholders' Equity 250,000 4,250,000 DILUTION The following table illustrates the dilution to investors in this Offering on a per share basis as of August 15, 2007 in the event of the sale of all 4,000,000 shares, at $1.00 per share of Common Stock under the Offering: Maximum Offering Offering price per share $ 1.00 Net tangible pro forma book value per share before Offering $ 0.10 Increase per share attributable to payments made by new investors $ 0.55 Pro forma net tangible book value per share after Offering $ 0.65 Dilution in net tangible book value per share offered hereby $ 0.35 8 CAPITALIZATION The following table sets forth the issued and outstanding shares of Common Stock of the Company as of August 15, 2007 on an actual basis and as adjusted to reflect the sale of 4,000,000 shares of Common Stock offered by the Company at $1.00 per share, before deducting estimated expenses of the Offering: August 15, 2007 Actual As Adjusted(1) Stockholders’ Equity Common stock – no par value; 40,000,000 shares authorized; 2,500,000 issued and outstanding, actual; -----issued and outstanding, as adjusted; $ 250,000 $ 4,250,000 Total Stockholders’ Equity $ 250,000 $ 4,250,000 Total Capitalization $ 250,000 $ 4,250,000 (1) Assumptions are made after taking into account the sale of all 4,000,000 shares of Common Stock, at $1.00 per share pursuant to the Offering, Compensation of Executive Officers The following table sets forth the compensation we will pay to current executive officer for the calendar year ending December 31, 2007, annual compensation, including salary and bonuses. The Company does not currently have a long-term compensation plan and has not granted any long-term compensation to its executive officers or employees. Stock Options The company has adopted a Stock Option Plan 2007, under which 3 million shares have been reserved to compensate its officers, directors, employees and outside consultants. The exercise price is $0.10 per share, the vesting period is 2 years after stock options are granted. Board has a sub-committee in charge of granting these stock options to officers, directors, employees and outside consultants at their discretion. ¹ The company has reserved 3 million shares stock option plan for its executive board of directors and employees. Frank Yuan will be rewarded with a majority of the stock options subject to approval of the board of directors. Name Principal Position Held Date Of Employment Salary Compensation For Year 2007 Restricted Stock Options Vesting Period * Frank Yuan Chief Executive Officer June 11, 2007 $ 1.00 TBD¹ 2 years 9 USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the shares offered hereby, after deducting the anticipated expenses of the Offering, are estimated to be $ 3,900,000 assuming the sale of the shares offered hereby, of which there can be no assurance. The amounts actually expended for each purpose may vary significantly depending upon a number of factors. The Company reserves the right to reallocate the proceeds of this Offering in response to a variety of factors and related contingencies. USE OF PROCEEDS: Working capital and general corporate purpose $ 3, 900,000 (100%) Conclusion The Company, with its experienced management, is positioned to take maximum advantage by bringing in established international fashion brands and retailers into China. Overseas brands have a proven record of excellence and success in accurately forecasting and influencing fashion trends. IBMC will utilize intensive marketing, latest designs and franchise management strategies to effectively position themselves in the rapidly growing Chinese retail environment. This capability of design, marketing, and branding are lacking in the Chinese domestic fashion brand market and is the need of the hour. Currently majority of the consumers in China do not have knowledge of, and access to international fashion brands, giving IBMC the first entry advantage into the market. To summarize the low investment requirement for Franchise stores will translate into rapid deployment of brand stores over the next two years all over China. Board of Directors Frank Yuan-Chairman, and C.E.O. and Founder-Prior to starting the Company in July 1996, Yuan founded Frenchy’s, a retail clothing chain and U.N. Imports & Foria International, a men's clothing line. Yuan also co-founded United National Bank, Evertrust Bank, Western Cities Title Insurance Company and ServAmerica National Title. Yuan earned a B.A. in economics from Fu-Jen Catholic University in Taiwan and his M.B.A. from Utah State University. James L. Vandeberg -brings more than 30 years of Corporate Counsel and Secretarial experience to ASAP Show, Inc. He has significant experience advising, both Internet and retail, companies on securities, financing, mergers and acquisitions, and general corporate matters including IPO’s, SEC compliance and investor relation issues. Currently, he is a partner of the Seattle based law firm of the OTTO Law Group. Vandeberg received his B.A. in accounting from the University of Washington and his J.D. from New York University. Charles Rice -is a former senior buyer for Sears & Montgomery Ward, has more than 30 years of international apparel buying experience, working for both Sears and Wards. He brings extensive lists of long established contacts with both retailers and manufacturers to IBMC’s board. Rice holds a B.S. in business and economics from the University of Delaware. Deborah Shamaley -a chain store and apparel-jobbing entrepreneur, has 20 years of retail and wholesale apparel experience. Ms. Shamaley co-founded The Apparel Group (“TAG”). TAG imported and sold women's apparel wholesale to more than 1,800 retailers, including Nordstrom's, J.C. Penney's, Sears, and Burlington Coat Factory. TAG also owned and operated a 23 apparel store-chain under the name $11.99 Puff. Ms. Shamaley sold the company in 1996. Since 1995, Ms. Shamaley has also been involved as an owner in Shamaley Ford car dealership one of the largest in El Paso, Texas. Alvin S. Mirman -was founder, chief operating officer, President and Chairman of US Capital Partners, Inc from 2002 until January of 2006. Previously, he founded First Level Capital in 1998 where he was the Chairman. He is licensed with Series 3, 4, 7, 24, 27 and 65. Mr. Mirman was a partner for at Grady & Hatch, member of both the Executive and Commitment Committees for Commonwealth Associates and Vice President at E.F. Hutton. Mr. Mirman was the host of a nationwide TV show, “Wall Street Today” where he interviewed top management about their companies. Mr. Mirman is widely 10 quoted in various publications including the Wall Street Journal, Bloomberg Financial, CNBC and Forbes. He has been a member of the New York Society of Securities Analysts for the past 30 years. Additional Information IBMC currently has offices in Shanghai, Wuxi and Shenzhen with 18 staff members at the management level. IBMC has entered into an agreement with Chong Qin Mega wholesale center to build 4 additional proto type stores. Company has received deposits from 2 potential Franchisees to open stores in Shanghai and is currently in the process of negotiations and conducting feasibility studies on an additional 10 locations within Shenzhen department stores to open its brand stores. RISK FACTORS You should carefully consider the risk factors described below, as well as the other information included in the Memorandum prior to buying shares of our Common Stock, in addition to any other applicable risk factors set forth in the SEC Documents. The following risk factors include, among other things, cautionary statements with respect to certain forward-looking statements, including statements of certain risks and uncertainties that could cause actual results to vary materially from the future results referred to in such forward-looking statements. See “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.” We are an early-stage company with a limited operating history The company is an early-stage company. It is using an unproved business model and can not guarantee that the business model is appropriate to the implementation of its business plan. We expect to depend on revenue from participation of Franchisee’s and revenue generated by company owned stores. The Company expects to depend primarily on revenue from the complete implementation of our franchise operations and revenue from company owned stores. However, there is no guarantee that these operations will generate revenue or that that revenue will meet our expectations. We have not proved the revenue or profit potential of our business model. Because the business model is unproven, both the revenue and profit potential of the Company are uncertain. If the Company meets its revenue expectations, there is no guarantee that the Company will be profitable or that costs will not continue to exceed revenue. We face intense competition from many entities. The retail segment is highly competitive especially in the apparel sector. Although the Company believes it has several key advantages, the barrier to entry is not significant. We have identified and continue to identify numerous companies that are better funded, have more experience and more significant resources. Should these companies decide to enter our specific market, there is no guarantee that we will be able to effectively compete with them. We are dependent on our International Brand Licensors. The Company is dependent upon its ability to establish and maintain successful master licenses. If we are not able to establish and maintain such alliances, we will not be able to implement the business plan in its current configuration which will affect both our revenue stream and profit potential. 11 We are dependent on market demand for an acceptance of our franchise concepts. Much of the Company’s success is dependent upon aggregating a critical mass of subscribing franchisees. If market demand and acceptance for our franchise concept is not in line with the Company’s expectations, it is likely that the Company’s revenue will not meet its expectations. We are dependent on relationships with key merchandise supply partners, and the ability to create more such relationships. Our business model is retail/supply-centric. Successful implementation of it is predicated on our ability to create and nurture strong partnerships with both franchisees and suppliers. If we are unable to maintain existing partnerships or establish new partnerships, our revenue and profitability will not meet our expectations. Although the Company believes it can create and maintain the necessary relationships, there is no guarantee that it will do so. We depend on the reliability and continuity of our data management systems. As a retail centric operation, the Company is dependent upon the continued reliability of its data management and inventory tracking systems via mobile phone based POS. Although we have reliable systems in place, and have been tested in actual retail conditions, there is no guarantee that these systems will continue to be accurate and consistent in the future. We depend upon key members of management. The implementation of our business plan and our continued success relies on key members of the management team and sales, marketing, and finance personnel. There is no guarantee that these employees will continue to work for the Company. In addition, there is no guarantee that the Company will be able to replace these employees with personnel of similar caliber, should they not be able to work, or decide not to work for the Company. Our Common Stock has Limited Liquidity Our common stock is not publicly listed on any exchange, therefore it has limited or no liquidity at the present time. We do not intend to pay Dividends We do not intend to pay any dividends on our common stock in the foreseeable future since we plan to use our net income, if any, to help fund our business operations. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The Memorandum includes “forward-looking statements” within the meaning of Section 27A of the Act and Section 21E of the Securities Exchange Act of 1934 which represent our expectations or beliefs concerning future events that involve risks and uncertainties, including those associated with our ability to obtain financing for our current and future operations. All statements other than statements of historical facts included in the Memorandum including, without limitation, the statements under “Business” and elsewhere herein, including the SEC Documents incorporated by reference, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”) are disclosed in the Memorandum, including without limitation, in connection with the forward-looking statements included in the Memorandum. All subsequent written and oral forward-looking statements attributable to us or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. -1 -APPENDIX A IBMC Organization Chart Shareholders Board of Directors (Chairman) CEO Purchasing Mgr Logistics Mgr. I.T. Manager Finance Mgr. Accounting Bus. Training Advertising Purchasing Quality Control Quality Testing Inventory Ctrl. Delivery Ctrl. Network Admn Data Mgmnt. VP Merchandise VP Operations Chief Cashier Design Director Promotion/Mar keting Manager Store Location Décor Mgr. Store decoration-1 -APPENDIX B ANALYSIS OF FRANCHISE STORE RETURN ON INVESTMENT CAN CAN 1st store in Shanghai -Yang Pu district -Franchisee -Ms. Pong Item Description 833 RMB daily sale is breakeven 1667 RMB daily sale analysis 2000 RMB daily sale analysis Total Investment Turn Key Operations 91,800 91,800 91,800 Decoration Costs 1500 RMB/Sq. Mtr store 21.2 Sq. mtr 31,800 31,800 31,800 Merchandise cost Estimate opening merchandise cost 60,000 60,000 60,000 Monthly Sales 25,000 50,000 60,000 Cost of Merchandise 38.46% of retail sale 9,615 19,230 23,076 Gross profit margin 61.54% of retail sale 15,385 30,770 36,924 Monthly Expenses Rent Monthly 8,522 8,522 8,522 Value Added Tax 10% 2,500 5,000 6,000 Payroll for Sales staff 2 sales clerks 2,400 2,400 2,400 Commission on sales 2% of retail sale 500 1,000 1,200 Others Electricity etc 2% 500 1,200 1,200 IBMC promotion fund contribution 3% of retail sale 750 1,500 1,800 Monthly Expenses Total 15,172 19,622 21,122 Net Profit Monthly 213 11,148 15,802 Net Profit Annually 2,557 133,776 189,624 Return on Investment Annually 2.78% 145.73% 206.56% -2 -APPENDIX B ANALYSIS OF FRANCHISE STORE RETURN ON INVESTMENT SZ New World Dept. Store – Concession Store Investment & Return analysis Item Description 833 RMB daily sale is breakeven 1667 RMB daily sale analysis 2000 RMB daily sale analysis Total Investment Turn Key Operations 97,500 97,500 97,500 Decoration Costs 1500 RMB/Sq. Mtr store 25 Sq. mtr 37,500 37,500 37,500 Merchandise cost Estimate opening merchandise cost 60,000 60,000 60,000 Monthly Sales 25,000 50,000 60,000 Cost of Merchandise 38.46% of retail sale 9,615 19,230 23,076 Gross profit margin 61.54% of retail sale 15,385 30,770 36,924 Monthly Expenses Department store rent charge 25% of retail sales 6,250 12,500 15,000 Value Added Tax 10% 2,500 5,000 6,000 Payroll for Sales staff 3 sales clerks 3,600 3,600 3,600 Commission on sales 2% of retail sale 500 1,000 1,200 Department store promotion charges 4% 1,000 2,000 2,400 Department Misc charges Electricity, security etc 3% 750 1,500 1,800 IBMC promotion fund contribution 3% of retail sale 750 1,500 1,800 Monthly Expenses Total 15,350 27,100 31,800 Net Profit Monthly 35 3,670 5,124 Net Profit Annually 420 44,040 61,488 Return on Investment Annually 0.43% 45.17% 63.06% -1 -APPENDIX C List of 14 Brands Introduction LILLIPUT The fastest growing children's wear retail chain and children's wear licensor in India. Within 10 years, Lilliput has opened 150 stores in India. Their clients are children from the ages of 0 through 10/11. GIDGET "Where it all began" C Brand has over 50 years history in the surf wear and beachwear industry. Gidget customers can find their clothing in 200 stores and are mostly young women and girls with active beach lifestyles. Designs are bold and colorful. Gidget is also a corporate sponsor for many professional female surfers. CALI SUNWEAR One of the most famous U.S. beach casual wear brands. California is the center of world for lifestyle brands and this brand enjoys a very important position in Californian lifestyle. Cali Sunwear, designs clothing and accessories for a young at heart crowd of active, energized, intense, lively, lusty, magnetic, and of course progressive individuals. Cali Sunwear gets its creative spirit from living the lifestyle it illustrates so well in its clothing line. Cali Sunwear may not be the largest brand out in the market, but it certainly is making waves in the minds of people everywhere. AMERICAN TWIST First Couture denim line and one of the most famous denim jean brands in US. American Twist has been in business for over 25 years. A leader in the manufacturing and selling of young women's clothing and accessories, we've worked hard to establish our good name in the market place. Some of the highest quality fashions out today, all of our garments are at stylish and beautiful. See for yourself! ICUHATEN A famous Street wear brand. Clients age from 13 to 19. Street wear is a major part of U.S. culture. This brand is a leading U.S. and European brand shaping the street culture. Upscale Urban, T-shirts, Denim Jeans, and Leather styles. VELTEX Veltex Appparel is an award-winning supplier and manufacturer of finely tailored apparel in today's contemporary fabrics and styles. Veltex was established in 1960 with distribution and manufacturing centers in Los Angeles California and Toronto Canada. Veltex is committed to the success of our customers, and have the largest selection of twill and denim shirts in multiple colors with matching color pique polo knits. We welcome you to experience the Veltex Apparel. -2 -NISHAMI Brand Nishami an European company formed by a French Personel with 2 designers who have crafted every style to create Rage and Impact in the Fashion scene. The brand supported by A 25 year old company that understands the pulse of Fashion. Surely Nishami creates a feel and style making women today feel pampered. Our brand has a simple, common purpose to make it easy for people to express their style. MORNING SUN With over 60 year history in the U.S. Clients include middle age women's looking for casual day-to-day wear. Every Year, Morning Sun designs over two hundreds print patterns inline with the international fashion trends. CANCAN Famous women's chain in New Zealand and Australia with over 30 year's history. With 30 retail stores, Can Can has established itself as the premier design leader in Lingerie and women's underwear. REAL GREEK APPAREL Our mission is to be the customer's first and only choice for fraternity, sorority and Masonic apparel and accessories. Taking what has always been referred to as "paraphernalia" to new heights". To provide Masonic, fraternity and sorority members, undergraduate and graduate, fashionable apparel for all environments UNIFORM CODE UNI has 30 years history in men's and women's casual wear market. Uniform Code has a designer line of men's sweaters and jeans. Also, UNI's award winning female designs for tops and blouses make them the Fashion Trendsetter. Major stores like JC Penney, Sears, Wal-mart carry the Uniform Code line with annual sales of over 100 million USD. DN American NDN is backed by the fabulous designer Kevin Smith. He has earned several International awards in competitions. His designs catch the eye of the fashion industry. JAZ AUTHENTIC APPAREL JAZ apparel his a plethora of clothing that represents many different minded people. If you're looking for something to wear out to the club or maybe hit a rock show, JAZ has you covered. Its clients are from the ages of 15 to 30 years old. FACCIA DI CULO Faccia Di Culo jeans is a new star of prêt à porter in Europe. The line was born in Italy, and designed by the international fashion designer acquacicarrèonpocho. The style of Faccia Di Culo Jeans is quixotic culture , witty and even revolutionary approaches for a young generation. As jeans fashion, Faccia Di Culo Jeans Always inspire our dress attitudes as much as they can. -1 -APPENDIX F INTERNATIONAL BRAND MANAGEMENTS CORP SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this ______ day of _________, 2007, between INTERNATIONAL BRAND MANAGEMENTS CORP, a Nevada corporation (the "Company"), and the undersigned subscriber (the "Subscriber"). The Company desires to obtain financing by selling up to 4,000,000 Shares of common stock of the Company (the "Shares") at $1.00 per Share. The Subscriber desires to purchase the number of Shares set forth on the signature page hereof. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows: 1. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY THE SUB-SCRIBER 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the number of Shares for the purchase price set forth upon the signature page hereof, and the Company agrees to sell such Shares to the Subscriber at a purchase price equal to such amount. The purchase price is payable by check or wire transfer on terms set forth in Section 2.3. 1.2 The Subscriber recognizes that the purchase of Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) he may not be able to liquidate his investment in the event of an emergency; (ii) transferability is extremely limited; and (iii) he could sustain a complete loss of his entire investment. 1.3 The Subscriber represents that (i) he is competent to understand and does understand the nature of the investment; and (ii) he is able to bear the economic risk of this investment. 1.4 Please check the appropriate space: ____ The Subscriber represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"). The definition of "accredited investor" is set forth below. ____ The Subscriber represents that he is not an accredited investor. ____ The Subscriber represents that he is not a resident of the United States. The definition of an "accredited investor" includes the following: ! An individual having a net worth or a joint net worth with spouse at the time of purchase in excess of $1,000,000. ! An individual whose net income was in excess of $200,000 in each of the two most recent years, or whose joint income with spouse was in excess of $300,000 in each of those years, and who reasonably expects his net income to reach such level in the current year. -2 -! A corporation, partnership, Massachusetts or similar business trust, or organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (tax exempt organization), not formed for the specific purpose of acquiring the Shares, having total assets in excess of $5,000,000. ! A bank, savings and loan association or other similar institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the 1933 Act). ! An insurance Company (as defined in Section 213 of the 1933 Act). ! An investment Company registered under the Investment Company Act of 1940 (the "In-vestment Company Act"). ! A business development Company (as defined in Section 2(a)(48) of the Investment Company Act) or a private business development Company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940). ! A Small Business Investment Company licensed by the U.S. Small Business Administration under Sections 301 (c) or (d) of the Small Business Investment Act of 1958. ! A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. ! A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, which plan has total assets in excess of $5,000,000. ! An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a "plan fiduciary", as defined in section 3(21) of ERISA, which is either a bank, savings and loan association, insurance Company or registered investment adviser. ! An employee benefit plan within the meaning of ERISA having total assets in excess of $5,000,000. ! A self-directed employee benefit plan within the meaning of ERISA, with investment decisions made solely by persons who are accredited investors as defined in Rule 501 (a) of Regulation D. ! A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the shares offered hereby, whose purchase is directed by a sophisticated person (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares). ! Any entity in which all of the equity owners are accredited investors. -3 -1.5 The Subscriber acknowledges that he has significant prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment. 1.6 The Subscriber hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he had requested or desired to know; that all other documents which could be reasonably provided have been made available for his inspection and review; and that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of this offering. 1.7 The Subscriber hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission (the "SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) and 4(6) of the Act and Regulation D or Regulation S (relating to securities offered or sold outside of the United States) ("Regulation S") promulgated thereunder. The Subscriber represents that the Shares are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell, transfer or otherwise dispose of any of the Shares unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention or Regulation S. In this connection, the Subscriber understands that, if the Shares are sold in the United States or to United States residents, it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold the Shares for a short period, for a deferred sale, for a market rise, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale, transfer or other disposition as a deferred sale for which the exemption is not available. 1.9 The Subscriber agrees that the Company may, if it desires, permit the transfer of the Shares by the Subscriber out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer or disposition does not result in a violation of the Act or any applicable state or province "blue sky" laws (collectively, "Securities Laws"). The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale, transfer or other disposition of the Securities by the undersigned Subscriber in violation of any Securities Laws or any misrepresentation herein. 1.10 The Subscriber acknowledges and agrees that the Company is relying on the Sub-scriber's representations contained in this Agreement in determining whether to accept this subscription. The Subscriber agrees that the Company reserves the unrestricted right to reject or limit any subscription and to close the offer at any time. 1.11 The Subscriber represents and warrants that all representations made by the Sub-scriber hereunder are true and correct in all material respects as of the date of execution hereof, and Subscriber further agrees that until the closing on the Shares subscribed for he shall inform the Company immediately of any changes in any of the representations provided by the Subscriber hereunder. -4 -2. TERMS OF OFFERING 2.1 The subscription period will begin as of August 18, 2007 and will terminate upon the occurrence of the earlier of (a) October 31, 2007 or (b) completion of the sale of all Shares (the "Offering Expiration Date"). 2.2 All funds paid hereunder shall be immediately available to the Company. 2.3 The Subscriber hereby agrees to purchase the number of Shares from the Company set forth upon the signature page hereof. The purchase price of $ 1.00 per Share is payable by check or wire transfer to the Company. If the Company declines to accept this Subscription, the Company will return subscription funds to the undersigned without interest thereon or deduction therefrom. 2.4 Closings on investor subscriptions shall be held as soon as practicable following the Company's acceptance hereof. 3. REGISTRATION OF SECURITIES 3.1 The Company agrees to file, prior to December 31, 2009, a registration statement on Form SB-2 (the “Registration Statement”), or other appropriate registration statement with the SEC to register all of the Shares for resale by the Subscribers to the public on a continuous or delayed basis as permitted by Rule 415 under the Act (a “Secondary Offering”). Once all Shares registered for distribution in the continuous and delayed Secondary Offering have been outstanding for one year, the Company may close the distribution and file a posteffeectiv amendment de-registering any Shares that remain unsold. 3.2 A Subscriber whose Shares are included in the Registration Statement shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as the Company may reasonably request and as shall be required in connection with the Registration Statement and all such information provided by the Subscriber shall comply with the disclosure requirements of the securities laws under all relevant jurisdictions. 3.3 In connection with the Secondary Offering, the Subscribers shall designate one counsel who shall be authorized to represent the interests of the Subscribers with respect to the Company in connection with the Secondary Offering. If the Subscribers are unable to designate one counsel after a reasonable period of time (in light of the timing of the proposed offering), the Company may solicit suggestions for such counsel from the Subscribers (no more than one suggestion per Subscriber), and select one counsel from among those suggested, and the selection of such counsel shall be binding on the Subscribers. The fees and expenses of counsel for the selling Subscribers shall be paid as set forth in Section 3.5. 3.4 Indemnification. (a) In connection with the registration of the Shares for resale, to the extent permitted by applicable law, the Company shall indemnify, defend and hold harmless each Subscriber, any Affiliate thereof and any director, officer, employee, agent or advisor thereof, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal expenses) (collectively, “Losses”) arising out of or based upon: -5 -(i) any untrue statement or alleged untrue statement of a material fact contained in any disclosure document in connection with the Secondary Offering or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any violation by the Company of any rule or regulation promulgated under any securities law applicable to the Company and relating to action or inaction by the Company in connection with any registration, qualification or compliance required hereunder; or (iii) the Company’s breach of any covenant or agreement contained in this Agreement; provided, however, that the Company shall not be liable to a Subscriber, Affiliate thereof, director, officer, employee, agent or advisor thereof for any Losses to the extent that such Losses resulted directly from any untrue statements or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading, in each case in any material furnished by such Subscriber for use in a disclosure document in connection with the Secondary Offering covering such Subscribers’ Shares. (b) In connection with the registration of the Shares, to the extent permitted by applicable law each Subscriber shall severally (except that where several liability cannot be clearly determined, liability shall be joint and several until several obligations are clearly determined), and not jointly, indemnify, defend and hold harmless the Company, any Affiliate thereof and any directors, officers, employees, agents or advisors of any of them, from and against any and all Losses arising out of or based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any disclosure document in connection with the Secondary Offering or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case in any material furnished or representation made by such Subscriber for use in a disclosure document in connection with the Secondary Offering; but only to the extent of the gross sale proceeds less underwriting discount due to the Subscriber in connection with the Secondary Offering; (ii) any violation by the Subscriber of any rule or regulation promulgated under any securities law applicable to the Company and relating to action or inaction by the Subscriber in connection with its Shares; or (iii) the Subscriber’s breach of any covenant or agreement contained in this Agreement, provided, that for purposes of clause (i) of this paragraph (b) (including relevant introductory language) the term Subscriber shall include a Subscriber and any other Subscribers selling Shares in the Secondary Offering that would be considered its Affiliates. 3.5 The Company will bear all expenses incurred by it in registering the Shares including without limitation, all filing, registration and qualification fees of the SEC, printing expenses, fees and disbursements of legal counsel and all accounting expenses, including expenses of the audits. Subscribers shall bear the fees and disbursements of their own legal counsel, underwriting or brokerage discounts and commissions, expenses of their brokers or underwriters, and fees of the National Association of Securities Dealers, Inc. -6 -4. RESTRICTIONS ON TRANSFER 4.1 The certificates representing the Shares shall bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER SECURITIES AUTHORITIES. IT IS BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATIONS PROMULGATED UNDER THE ACT. IT MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS. The Company may in its sole discretion place a “Blue Sky” legend on the certificates in accordance with U.S. State securities laws or as required by applicable securities laws. 4.2 The Shares sold pursuant to this Private Placement Offering, each Subscriber, will be prohibited from selling, transferring, pledging or otherwise disposing of such Shares until such Registration Statement became effective. As a result of restrictions on transferability of the Shares, a Subscriber may not be able to liquidate his investment and must bear the economic risk of his investment for a significant period of time. 5. NOTICES TO SUBSCRIBERS 5.1 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE OR PROVINCE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, OR ANY STATE OR PROVINCE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 5.2 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABIILIT AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 6. MISCELLANEOUS 6.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company at Suite 400 600 S. Lake, Pasadena, CA. and to the Subscriber at his address indicated on the last page of this Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. -7 -6.2 This Agreement shall not be changed, modified, or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. The respective representations, warranties and covenants of the parties set forth in this Agreement shall survive delivery of and payment for the Shares contemplated hereunder. 6.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. 6.4 This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of California, without giving effect to the choice of law rules thereof. 6.5 This Agreement may be executed in counterparts. Upon the execution and delivver of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Shares as herein provided. -8 -IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. INTERNATIONAL BRAND MANAGEMENTS CORP Date of Execution By: Its TO BE COMPLETED BY INDIVIDUAL TO BE COMPLETED BY CORPORATE, SUBSCRIBERS PARTNERSHIP OR TRUST SUBSCRIBER Name of Subscriber(s) Name of Subscriber [Please print] [Please print] By: Signature of Subscriber(s) Authorized Signatory Address of Subscriber Name and Title of Authorized Signature [Please print] Social Security Number of Subscriber Taxpayer Identification Number of Subscriber Number of Shares Subscribed For at Number of Shares Subscribed For at $ 1.00 per Share $ 1.00 per Share Total Purchase Price Total Purchase Price Date of Execution Date of Execution -1 -APPENDIX G WIRE INSTRUCTIONS To: International Brand Managements Corp 9436 Jacob Lane Rosemead , CA 91770 Telephone: (626) 279-1800 Fax: (866) 401-2986 1. I have received and have had an opportunity to read the Private Placement Memorandum, by which the shares are being offered. I hereby represent that I am purchasing shares in International Brand Managements Corp. as an investment. Signature:_________________________ Date: _______________________________ 2. Number of shares of Common Stock subscribed for: _____________________________ Total dollar amount subscribed for (# of shares times $ 1.00 per share): $_____________ Wire Instructions: Payment by wire should be made to: United Commercial Bank, Temple City Branch 5607 N. Rosemead Blvd, CA 91780 Swift No. ( International) : UCBHUS6S ABA No. ( Domestic) : 321070450 For Credit to International Brand Managements Corp Account No.: 63799456