---

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

 

For the quarterly period ended September 30, 2015March 31, 2016

  

Commission file number: 0-15476

 

EMERALD MEDICAL APPLICATIONS CORP.
(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware	68-0080601
(State of Incorporation)	(I.R.S. Employer Identification No.)
7 Imber Street, Petach Tivka, Israel	4951141
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: +(972) 3-744-4505

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting companycompany.
.

Large accelerated filer ¨

Accelerated filer ¨

Non-Accelerated filer ¨

Smaller reporting company x

On November 20, 2015,May 17, 2016, the Registrant had 15,063,55518,816,128 shares of common stock issued and outstanding.

---

---

Item		Description	Page
		PART I - FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS.STATEMENTS		3
ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLANRESULTS OF OPERATION.OPERATIONS	18	13
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21	15
ITEM 4.		CONTROLS AND PROCEDURES.PROCEDURES	21	15
		PART II - OTHER INFORMATION
ITEM 1.		LEGAL PROCEEDINGS.PROCEEDINGS	21	15
ITEM 1A.		RISK FACTORS.FACTORS	21	15
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.PROCEEDS	22	15
ITEM 3.		DEFAULT UPON SENIOR SECURITIES.SECURITIES	22	15
ITEM 4.		MINE SAFETY DISCLOSURE.DISCLOSURE	22	15
ITEM 5.		OTHER INFORMATION.INFORMATION	22	15
ITEM 6.		EXHIBITS.EXHIBITS	22	15

 

---

---

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTSBack to Table of Contents

Balance Sheets - March 31, 2016 (Unaudited) and December 31, 2015	3
Statements of Operations - Three Months Ended March 31, 2016 and 2015 (Unaudited)	4
Statements of Comprehensive Income (Loss) - Three Months Ended March 31, 2016 and 2015 (Unaudited)	5
Statements of Cash Flows - Three Months Ended March 31, 2016 and 2015 (Unaudited)	65
Notes to Unaudited Interim Financial Statements	76

---

Emerald Medical Applications Corp.
Statements of Operations
For the Three and Nine Months Ended September 30, 2015 and 2014
(Unaudited)
Back to Table of Contents
		Three months		Three months		Nine months		Nine months
		ended		ended		ended		ended
		September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Revenues	$	-	$	-	$	-	$	-
Expenses:
Other operating expenses		(618,599)		-		(618,599)		-
Research and development expenses		(252,498)		-		(499,898)		-
General and administrative expenses		(364,730)		-		(539,121)		-
Total operating expenses		(1,235,827)		-		(1,657,618)		-
Loss from operations		(1,235,827)		-		(1,657,618)		-
Other income (expense):
Interest expense		(6,934)		-		(18,763)		-
Stock based compensation		(5,343,088)		-		(5,343,088)		-
Change in fair value of derivative		20,165		-		20,532		-
Gain/(loss) from foreign currency		-		-		1,808		-
Loss on settlement of debt		(678,027)		-		(678,027)		-
Other income (expense)		(6,007,884)		-		(6,017,538)		-
Total income (expense)		(7,234,711)		-		(7,675,156)		-
Provision for income taxes		-		-		-		-
Net loss	$	(7,234,711)	$	-	$	(7,675,156)	$	-
Basic and diluted (net loss per share)	$	(0.54)	$	(0.00)	$	(0.81)	$	(0.00)
Weighted average shares outstanding - basic and diluted		13,413,006		7,438,141		9,451,649		7,438,141

 

Emerald Medical Applications Corp.
Statements of Comprehensive Income (Loss)
For the Three and Nine Months Ended September 30, 2015 and 2014
(Unaudited)
Back to Table of Contents
		Three months		Three months		Nine months		Nine months
		ended		ended		ended		ended
		September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Net loss	$	(7,234,711)	$	-	$	(7,675,156)	$	-
Foreign currency translation gain (loss)		(3,297)		-		(28,847)		-
Total comprehensive gain (loss)	$	(7,238,008)	$	-	$	(7,704,003)	$	-

---

Emerald Medical Applications Corp.
Statements of Cash Flows
For the Nine Months Ended September 30, 2015 and 2014
(Unaudited)
Back to Table of Contents
	Nine months			Nine months
	ended			ended
	September 30, 2015			September 30, 2014
Operating Activities:
Net (loss)	$	(7,675,156)		$	-
Depreciation expense		4,132			-
Amortization of debt discount		9,555			-
Change in fair value of derivative liabilities		(367)			-
Extinguishment of derivative		(20,165)			-
Shares issued for services		617,900			-
Warrants issued for services		5,343,088			-
Loss on settlement of debt		678,027			-
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Increase in accounts payable		131,553			-
Increase in related parties payable		11,607			-
Increase in employees payable		48,506			-
Increase in amounts due from related party		18,999			-
Increase in other receivables		(5,094)			-
Increase in accrued interest		5,431			-
Net cash used in operating activities		(831,984)			-
Investing Activities:
Purchase of property and equipment		(26,002)			-
Effect of reverse merger		467,380			-
Net cash provided by investing activities		441,378			-
Financing Activities:
Proceeds from sale of common stock (net of issuance expenses)		280,000			-
Issuance of short-term payable		572,071			-
Net cash provided by financing activities		852,071			-
Foreign currency adjustment		(28,847)			-
Net increase (decrease) in cash		432,618			-
Cash and cash equivalents - beginning of period		14,411			-
Cash and cash equivalents - end of period	$	447,029		$	-
Non-cash transactions:
Shares issued for reverse merger	$	547		$	-
Debt settled with stock	$	91,687		$	-

Emerald Medical Applications Corp.
Statements of Operations
For the Three Months Ended March 31, 2016 and 2015
(Unaudited)
Back to Table of Contents
		Three months		Three months
		ended		ended
		March 31, 2016		March 31, 2015
Revenues	$	-	$	-
Expenses:
Research and development		(103,348)		-
General and administrative expenses		(1,799,520)		(178,725)
Total operating expenses		(1,902,868)		(178,725)
Loss from operations		(1,902,868)		(178,725)
Other income (expense):
Interest expense		(7,759)		(7,483)
Change in fair value of derivative		-		367
Depreciation expense		(2,509)		(399)
Amortization expense		(1,438)		-
Gain/(loss) from foreign currency		14,344		5,918
Financial income (expense)		2,638		(1,597)
Provision for income taxes		-		-
Net loss	$	(1,900,230)	$	(180,322)
Basic and diluted (net loss per share)	$	(0.11)	$	(0.85)
Weighted average shares outstanding - basic and diluted		17,351,957		213,001
The accompanying notes are an integral part of these financial statements.

---

Emerald Medical Applications Corp.
Statements of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2016 and 2015
(Unaudited)
Back to Table of Contents
		Three months		Three months
		ended		ended
		March 31, 2016		March 31, 2015
Net loss	$	(1,900,230)	$	(180,322)
Change in unrealized foreign currency translation gain (loss)		(4,838)		(9,779)
Total comprehensive loss	$	(1,905,068)	$	(190,101)
The accompanying notes are an integral part of these financial statements.

---

Emerald Medical Applications Corp.
Statements of Cash Flows
For the Three Months Ended March 31, 2016 and 2015
(Unaudited)
Back to Table of Contents
	Three months			Three months
	ended			ended
	March 31, 2016			March 31, 2015
Operating Activities:
Net loss	$	(1,900,230)		$	(180,322)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation expense		2,509			399
Amortization of debt discount		1,438			2,071
Change in fair value of derivative		-			(367)
Shares issued for services		1,445,653			-
Options issued for services		274,314			-
Increase (decrease) in cash resulting from change in:
Decrease (increase) in other receivable		25,797			(17,333)
(Decrease) increase in accounts payable		17,670			62,828
(Decrease) increase in accrued expenses		(32,394)			-
(Decrease) increase in accrued interest		(7,759)			5,412
Net cash used in operating activities		(173,002)			(127,312)
Investing Activities:
Cash paid for fixed assets		-			(6,956)
Net cash provided by investing activities		-			(6,956)
Financing Activities:
Proceeds from issuance of convertible debt		75,000			-
Issuance of non-convertible note		82,250			-
Proceeds from sale of common stock (net of issuance expenses)		-			131,798
Net cash provided by financing activities		157,250			131,798
Foreign currency adjustment		(4,838)			(9,779)
Net increase (decrease) in cash		(20,570)			(2,470)
Cash and cash equivalents - beginning of period		115,449			14,411
Cash and cash equivalents - end of period	$	94,859		$	2,162
Non-cash transactions:
BCF due to convertible note payable	$	75,000		$	-
Cashless conversion of class B warrants	$	193		$	-
The accompanying notes are an integral part of these financial statements.

---

Emerald Medical Applications Corp
Notes to Unaudited Interim Financial Statements
September 30, 2015
(unaudited)March 31, 2016
Back to Table of Contents

Note 1. The Company

Organizational Background:Background

Emerald Medical Applications Corp. ("the Company") (f/k/a Zaxis International Inc.) was incorporated in Ohio in 1989, it's fiscal year end is December 31st. On August 25, 1995, The Company merged with a subsidiary of The InFerGene Company ("InFerGene") and InFerGene changed its name to The Company International Inc. InFerGene was incorporated in California in 1984 and subsequently changed its domicile in connection with the merger into The Company to Delaware in 1985. Operations ceased operations in 2002. In November 2002, the Company and its subsidiaries filed a petition for bankruptcy in the U.S. Bankruptcy Court Northern District of Ohio. On October 13, 2004, the Company emerged from bankruptcy.

On July 14, 2015 the closing of the Share Exchange Agreement was held (the "Closing") and as a result, Emerald Medical Applications Ltd. became a wholly-owned subsidiary of the Registrant. Pursuant to the Closing of the Share Exchange Agreement, the Company issued 5,474,545 shares of its common stock, par value $0.0001 (the "Shares" or "Common Stock") to Lior Wayn, Emerald's CEO and the sole holder of Emerald Medical Applications Ltd.'s ordinary Shares, representing 40.58% of the company's 13,489,905 outstanding Shares, in exchange for 100% of Emerald Medical Applications Ltd.'s ordinary Shares.

Subsequently to the Closing Mr. Lior Wayn has been appointed as the Company's CEO, and has been granted considerable influence on the appointment of new directors thereby creating a new management structure for the company replacing the old management. Additionally Mr. Wayn is to receive additional shares in the future contingent on the Company achieving commercial milestone. Thus the new management, headed by Mr. Wayn, is considered to be in control of more than 50% of the company and with the ability to make all management decisions.

Emerald is a company organized under the laws of the State of Israel on February 17, 2010. Emerald is digital health Startup Company engaged in the development, sale and service of imaging solutions utilizing its proprietary DermaCompare software that it developed for use in derma imaging and analytics ("DermaCompare"). Emerald believes that its proprietary DermaCompare software represents an advancement in skin cancer screening that should enable physicians to more readily identify and monitor changes in their patients' skin characteristics.

Emerald's DermaCompare solution allows dermatologists and other medical care professionals, using a set of 25 total body photography ("TBP"), to capture sets of skin lesion images with, among other devices, digital cameras, camera-equipped smartphones or tablets. These images are then transmitted online and are remotely analyzed by professionals using our DermaCompare software.

Emerald's sales and marketing plan is to sell licenses for our imaging software to: NHSs, HMOs, health insurance companies, hospitals and medical clinics through distributers, health care channel partners or directly through independent salespersons and/or web purchase to dermatologists and other physicians (GPs) that we expect to purchase licenses based on the number of potential numbers of patients.

Basis of Presentation:Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating losslosses since inception. Further, as of September 30, 2015,March 31, 2016, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The companyCompany elected December 31 as its fiscal year end.

Significant Accounting Policies

Use of Estimates: Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Cash and Cash Equivalents: Equivalents

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2015March 31, 2016 and December 31, 2014.2015.

Other Receivables:Receivables

The company treats VAT refunds claimed resulting from excess VAT paid over VAT received as other receivables, amount shown as other receivables as of September 30, 2015 and December 31, 20142015 were collected in Q4 2015.Q1 2016.

Currency Translation and Otherother Comprehensive Income:Income

Balance sheet items are translated using all-currentall current translation method for self-contained foreign operations (where functional currency = foreign currency) whereby assets and liabilities are translated using the exchange rate on the date of the balance sheet. It translates revenues, expenses, and net income using the average exchange rate during the period. The foreign exchange adjustment that results from applying the all-current method appears in other comprehensive income, a separate shareholders' equity account, and does not affect net income each period.

Property and Equipment:Equipment

New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Valuation of Long-Lived Assets: Assets

We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Stock Based Compensation: Compensation

Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company's common stock, the estimated volatility of the Company's common stock, the exercise price of the warrants and the risk free interest rate.

Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock:

We account for obligations and instruments potentially to be settled in the Company's stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock.

Fair Value Measurements:Measurements

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company values its derivative instruments related to embedded conversion features and warrants from the issuance of convertible debentures in accordance with the Level 3 guidelines. For the ninethree month period ended September 30, 2015March 31, 2016 and the twelve monthsmonth period ending December 31, 2014,2015, the following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value in these consolidated financial statements. The fair value of embedded conversion features that have floating conversion features and tainted common stock equivalents (warrants and convertible debt) are estimated using a Binomial Lattice model. The key inputs to this valuation model as of December 31, 2014,2015, were: Volatility of 143.9% for the ninethree month period ended September 30, 2015March 31, 2016 and 132.4% for the twelve months period ending December 31, 2014,2015, inherent term of instruments equal to the remaining contractual term, quoted closing stock prices on valuation dates, and various settlement scenarios and probability percentages summing to 100%.

Fair Value Measurements at September 30, 2015March 31, 2016

 

Level 3 - Derivative liabilities from:		Balance at December 31, 2014				New Issuances				Settlements				Change in Fair Value				Balance at September 30, 2015
Convertible Note		$	(20,532)			$	-			$	-				(20,532)			$	-

Level 3 - Derivative liabilities from:

Balance at March 31, 2016

New Issuances

Settlements

Change in Fair Value

Convertible Note

$

-

$

-

$

-

-

 

Fair Value Measurements at December 31, 20142015

 

Level 3 - Derivative liabilities from:			Balance at December 31, 2013				New Issuances				Settlements				Change in Fair Value				Balance at December 31, 2014
Convertible Note		$	-			$	13,147			$	-				7,385			$	20,532

Level 3 - Derivative liabilities from:		Balance at December 31, 2015			New Issuances			Extinguishment			Change in Fair Value
Convertible Note		$	-		$	-		$	(20,532)			-

Changes in the unobservable input values would likely cause material changes in the fair value of the Company's Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimation for probability percentages assigned to future expected settlement possibilities. A significant increase (decrease) in this distribution of percentages would result in a higher (lower) fair value measurement.

The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2015March 31, 2016 and December 31, 20142015 and the ninethree months and year then ended on a recurring basis:

Description

Fair Value Measurements at September 30, 2015March 31, 2016

 

		Level 1				Level 2				Level 3				Total Unrealized Gain (Loss)
09/30/2015 Derivative Liability		$	-			$	-			$	-			$	(20,165)
12/31/14 Derivative Liability		$	-			$	-			$	20,532			$	20,532

	Level 1			Level 2			Level 3			Total Unrealized (Gain) Loss
3/31/16 Derivative Liability	$	-		$	-		$	-		$	-
12/31/15 Derivative Liability	$	-		$	-		$	-		$	20,532

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2015March 31, 2016 and December 31, 2014:2015:

Fair Value Measurements at September 30, 2015March 31, 2016

 

		Level 3
Assets
Total assets	Assets	$	-
Liabilities
Derivative liability		$	-
Total liabilities	Liabilities	$	-

 

Fair Value Measurements at December 31, 20142015

 

			Level 3
Assets
Total assets		$	-
Liabilities
Derivative liability		$	20,532
Total liabilities		$	20,532

		Level 3
Assets
Total Assets	$	-
Liabilities
Derivative liability	$	-
Total Liabilities	$	-

The fair values of our debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the ninethree months ended September 30, 2015March 31, 2016 or the year ended December 31, 2014.2015.

The Company had no other assets or liabilities valued at fair value on a recurring or non-recurring basis as of September 30, 2015March 31, 2016 or December 31, 2014.2015.

Earnings per Common Share: Share

We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred January 1, 2012.

Income Taxes: Taxes

We have adopted FASB ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

Uncertain Tax Positions:Positions

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of FASB ASC 740-10, Accounting for Uncertain Income Tax Positions, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At September 30, 2015March 31, 2016 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.

Recent Accounting Pronouncements

On November 2014, The Financial Accounting Standards Board (FASB)In September, 2015, the FASB issued Accounting Standard UpdateASU No. 2014-16-Derivatives and Hedging2015-16, Business Combinations (Topic 815): Determining Whether the Host Contract805) ("ASU 2015-16"). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a Hybrid Financial Instrument Issued inbusiness combination, during the Form of a Share Is More Akinmeasurement period. To simplify the accounting for adjustments made to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adoptingprovisional amounts, the amendments in thisthe Update should be applied on a modified retrospective basisrequire that the acquirer recognize adjustments to existing hybrid financial instruments issuedprovisional amounts that are identified during the measurement period in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17-Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for thereporting period in which the most recent change-in-control event occurred already have been issuedadjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements - Going-Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviatedother income effects, if any, as a result of considerationthe change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of management's plans, (5) require an expressthe income statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year afteror disclose in the date thatnotes to the financial statements arethe portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company's consolidated financial statements.

In August, 2015, the FASB issued (or available to be issued)ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The amendmentsamendment in this Update areASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual period endingreporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15,31, 2016, and for annualincluding interim reporting periods and interim periods thereafter. Early application is permitted.with that reporting period.

In June 2014,April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities". The amendmentsNo. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) ("ASU 2015-03"), which changes the presentation of debt issuance costs in this update removefinancial statements. ASU 2015-03 requires an entity to present such costs in the definition ofbalance sheet as a development stage entitydirect deduction from the Master Glossaryrelated debt liability rather than as an asset. Amortization of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance targetcosts will continue to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treatedreported as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance targetinterest expense. It is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2014-10 is not expected to have a material impact2015-03 on our financial position or results of operations.its balance sheets

Going Concern:Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2015,March 31, 2016, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 2. Stockholders' EquityEquity.

On January 8, 2015 the shareholders approved a resolution to increase the authorized common shares from 100,000,000 to 490,000,000 shares. All other provisions of the common shares remain unchanged. Also on that date, the Company declared a reverse split of common stock at the ration of 1:4. The stock split was effective January 8, 2015 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred at January 1, 2012.

Recent Issuances of Common Stock

During the period ended December 31, 2014 we issued 4,125,000 shares of our common stock (16,500,000 pre-reverse stock split) in exchange for converting $125,000 of promissory notes.

Between January 15, 2015 and March 15, 2015, the Company sold a total of 2,052,000 units for cash consideration of $780,000 at a price of $0.40 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The relative fair value of the stock with embedded warrants was $351,433 for the common stock and $428,567 for the class A warrants. The warrants were valued using the Black-Scholes model with 153% volatility and discount rates ranging between 0.44% to 0.7%. These units were issued as stock payable and the cash from sale of units was not received for the sale of stock pre-reverse merger.

Between April 1, 2015 and June 29, 2015, the Company sold a total of 1,012,500 units for cash consideration of $405,000 at a price of $0.40 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The relative fair value of the stock with embedded warrants was $158,123 for the common stock and $246,877 for the class A warrants. The warrants were valued using the Black-Scholes model with volatility ranging between163% - 177% and discount rates ranging between 0.54% to 0.71%. These units were issued as stock payable and the cash from sale of units was not received for the sale of stock pre-reverse merger.

Between July 1, 2015 and September 30, 2015, the Company sold a total of 140,000 units for cash consideration of $15,000 at price of $0.107 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The relative fair value of the stock with embedded warrants was $4,294 for the common stock and $10,706 for the class A warrants. The warrants were valued using the Black-Scholes model with volatility of 153% and discount rates of 0.61%. These units were issued as stock payable and the cash from sale of units was not received for the sale of stock pre-reverse merger.

Between July 1, 2015 and September 30, 2015, the Company sold a total of 862,500 units for cash consideration of $345,000 at price of $0.40 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The relative fair value of the stock with embedded warrants was $118,415 for the common stock and $226,585 for the class A warrants. The warrants were valued using the Black-Scholes model with volatility ranging between 153% - 182% and discount rates ranging between 0.54% to 0.71%. Of these units $65,000 were issued as stock payable and the cash from sale of units was not received for the sale of stock pre-reverse merger and $280,000 cash was received subsequent to Closing of the reverse merger.

On July 16, 2015 and August 6, 2015, the company issue 517,900 shares to one service provider and 100,000 shares to two service providers, respectively, for services valued at a total value of $617,900, arrived at using the stock price on date of grant of $1.00 per Nasdaq.Nasdaq.com.

On July 16, 2015, 5 Emerald debt holders in amount of $87,910 converted their debt into 274,719 units at a conversion price of $0.32 per unit, each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The Loss on Settlement of Debt recorded iswas $678,027.

On July 14, 2015 the Company issued Emerald's CEO and founder, Lior Wayn, 5,474,545 shares as per the share purchase agreement valued at $877,380, valued on the date of grant for the price of common stock.

On July 16, 2015 consultants were issued 2,500,000 Class B Warrants exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $0.40 per share; The fair value of these warrants is $2,199,507. The warrants were valued using the Black-Scholes model with volatility of 182% and discount rate of 0.67%. The Class B warrants are fully vested and were accordingly included in expenses as stock based compensation.

On July 16, 2015 consultants were issued 2,536,247 Class C Warrants exercisable for a 90 day period, commencing 90 days after the effective date of this Registration Statement, at an exercise price of $0.40 to acquire one (1) share of Common Stock and one (1) Class A Warrant at an exercise price of $0.80. The fair value of these warrants is $3,143,581. The warrants were valued using the Black-Scholes model with volatility of 182% and discount rate of 0.67%. The Class C warrants are fully vested and were accordingly included in expenses as stock based compensation.

On November 17, 2015 the Company sold 250,000 units for cash consideration of $100,000 at price of $0.40 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The relative fair value of the stock with embedded warrants was $41,304 for the common stock and $58,696 for the class A warrants. The warrants were valued using the Black-Scholes model with volatility ranging between 149% and discount rate of 0.50%. These warrants are fully vested and the fair value and included as stock based compensation on the prior year retained earnings.

Between November 5, 2015 and November 16, 2015 the company issue 268,084 shares to three service provider and for services valued at a total value of $268,084, arrived at using the stock price on date of grant of $1.00 per Nasdaq.com.

On October 1, 2015 the company granted a total of 534,400 stock options (the "Options") to three company employees. The options vest over 5 quarters and are exercisable at prices ranging from $0.01 to $0.40 per Share. The options were valued using the Black-Scholes model with 149% volatility and 0.67% discount rate for a total value of $528,857. Of this amount, $397,547 was expensed as of December 31, 2015 and $42,394 as of March 31, 2016.

On January 26, 2016 and March 17, 2016, the Company issued 125,000 shares to one service provider and 50,000 shares to two service providers, respectively, for services valued at a total value of $251,250, arrived at using the stock price on date of grant of $1.75 and $0.65, respectively, per Nasdaq.com.

On February 18, 2016, the Company issued 1,195,000 shares to three acting directors, for services valued at a total value of $1,194,403, arrived at using the stock price on date of grant of $1.00 per Nasdaq.com.

On January 26, 2016, consultants that were previously issued 2,500,000 Class B Warrants exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $0.40 per share, exercised the warrants on a cashless basis resulting in 1,928,572 shares issued with no additional related expense booked.

On February 11 and 18, 2016, the Company granted a total of 403,333 stock options (the "Options") to three company employees. The options vest over periods of between 1 and 8 quarters and are exercisable at prices ranging from $0.01 to $0.40 per Share. The options were valued using the Black-Scholes model with 157% volatility and 0.56% discount rate for a total value of $400,914. Of this amount, $231,920 was expensed in Q1 2016 with the remaining balance to be expensed in 2016 and 2017.

On March 24, 2016, a convertible note payable was issued to GoldMed Ltd. The warrants were valued at a fair value of $56,030. The note included a beneficial conversion feature which resulted in a $75,000 discount recorded as a reduction of debt and an increase to additional paid in capital.

Note 3. Related Party Transactions

On March 25, 2014, our President and principal shareholder assigned accumulated advances and accruals totaling $124,229, to an unaffiliated third party. The advances carry no specific terms of repayment. On December 15, 2014, $22,375 of the then outstanding balance was converted to a promissory note (see Note 4 below). A summary of transactions is as follows:

		September 30, 2015		December 31, 2014
Beginning balance	$	-	$	161,729
Increase due to payments made on behalf of the company	$	-	$	21,625
Less March 24, 2014 conversion to convertible note	$	-	$	(40,000)
Less December 15, 2014 conversion to promissory note	$	-	$	(22,375)
Obligation transferred to unrelated party	$	-	$	(120,979)
Total		-		-
Less current portion		-		-
Due after one year	$	-	$	-

There was no stated term of interest associated with this obligation. Accordingly, the company imputed interest at an appropriate rate estimated at 8% as prescribed under FASB ASC 835. For the period ending December 31, 2014 the resultant charge of $11,210 to interest expense was considered a contribution of capital.

During the second quarter an agreement was reached with the holder of $120,979 advance payable note to settle the full amount due for $30,000 and interest due. The settlement with all note holders resulted in $528 loss on debt settlement due to the payment being higher than principal and accrued interest as of that date as well as a charge of $90,979 considered a contribution of capital due to the fact that note holder, IMWT, was a related party.

Former CEO of The Company International Ltd whom during November 2014 loaned amount to company of $19,521 an interest rate of 8% per annum converted it to shares as described in Note 2.

On July 16, 2015 5 Emerald debt holders in amount of $87,910 converted their debt into 274,719 units at a conversion price of $0.32 per unit, each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The Loss on Settlement of Debt recorded iswas $678,027.

On July 14, 2015 the Company issued Emerald's CEO and founder, Lior Wayn, 5,474,545 shares as per the share purchase agreement valued at $877,380, valued on the date of grant for the price of common stock.

The company's CEO, Lior Wayn was owed $16,046$3,310 and $0$3,480 payable as of September 30, 2015March 31, 2016 and December 31, 2014,2015, respectively.

Following Closing of the reverse merger, $490,000 loan from Zaxis International Inc. to Emerald Medical Applications Ltd. was rendered an intercompany loan and as such was written off.

On February 18, 2016, the Company issued 1,195,000 shares to three acting directors, for services valued at a total value of $1,194,403, arrived at using the stock price on date of grant of $1.00 per Nasdaq.com.

Note 4. Employee PayablePayable.

For the periods ended September 30, 2015March 31, 2016 and December 31, 20142015 the Company had $48,506$19,023 and $0,$25,612, respectively, in employee payable related to the monthly wages payable to the company's employees.

Note 5. Notes PayablePayable.

Convertible Notes Payable

On March 24, 2014, we issued a convertible promissory note in the amount of $40,000 to an unaffiliated party in consideration for past services provided to the Company. The Note bears interest at the rate of 1% per annum, is due and payable on March 24, 2015 and is convertible at a price of $0.005 per share. On March 24, 2014, the holder of the 2014 Note transferred and assigned the 2014 Note to five unaffiliated parties bearing the same interest rate and conversion price. In connection with the transfer and assignment of the 2014 Note, the Company agreed to extend the maturity date from March 24, 2015 to July 1, 2016.

On December 10, 2014, upon the request of all fifteen note holders, all convertible promissory notes in the aggregate principal amount of $125,000 were converted into 4,125,000 shares (16,500,000 pre-reverse stock split) consistent with the provisions of the notes.

In accordance to ASC #815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted for as derivative financial instruments. Additionally, since the conversion price of the two notes represented the fair market value of the Company's common stock at the time of issuance, no beneficial conversion feature exists. We believe that the Company's shares of common stock is and have been very thinly traded during the last 3 years and that the fair value of the stock price was deemed not to be a fair value. Management decided that because the Company's ability to continue as a going concern was in question and that it has no revenue sources that the conversion price was a better measure of fair market value. Based on that decision, no beneficial conversion feature was reflected in the financial statements.

On March 24, 2016, the Company issued a convertible promissory note to GoldMed Ltd. in the amount of $75,000. The Convertible Note is convertible to 187,500 units at $0.40 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 12 months. Since the market price on the date of issuance was higher than the conversion price, a beneficial conversion feature was calculated at $78,750, but only $75,000 was recorded. $1,438 was recorded as amortization expense of for the period ending March 31, 2016, compared to amortization expense of $0 as of December 31, 2015.

Note 6. Payable - Not Convertible

On July 8, 2014 the company issued a convertible promissory note to Axel Springer Plug & Play Accelerator GmbH (the "Holder"), in the amounts of $29,719. The Convertible Notes are convertible at the lessor of a market based discounted and a fixed rate derived from a fixed market cap. The Holders have the right following the Date of Issuance, and until any time until the convertible Promissory Note is fully paid, to convert any outstanding and unpaid principal portion of the Convertible Promissory Note, and accrued interest, into fully paid and non-assessable shares of Common Stock. Holder was not issued warrants with the Convertible Promissory Note. See Note 6 for description

As of derivative testing.

Note Payable - Not Convertible

On December 15, 2014, we issued31, 2015 this note is no longer convertible since pursuant to the loan agreement the in the event that prior to December 31,2015 (the "Maturity Date"), the Company shall consummate a promissory notefinancing round led by unaffiliated investors in the amount of $22,375at least Euro 200,000, at a Company pre-money valuation on a fully diluted basis of at least Euro 750,000 (a "Qualified Round"), the Holder shall be entitled (but not obligated) to an unaffiliated party in consideration for payments made on behalfconvert the entire loan amount into the most senior class of shares of the Company for service providedissued in such Qualified Round, based on a price per share equal to the lower of the price per share reflected by a Company (the "December 2014 Note"). The December 2014 Note bears interestpre-money valuation on a fully diluted basis calculated at the ratetime of 1%conversion equal to Euro 1,500,000; or - price per annum, is due and payableshare which reflects a 20% discount on May 12, 2015. On April 21, 2015 this promissorythe lowest price per share issued pursuant to such Qualified Round. If upon the occurrence of such event the note with interest due was repaid in full.

Duringholder elects not to convert upon receiving notice of such event, then the second quarter the promissory note in the amount of $22,375 with interest due was repaid in full.loan becomes non-convertible.

On January 14 and 16, 2015, we issued two promissory notes in the amount of $15,000 each to two different unaffiliated party in consideration for cash transferred to the Company (the "January 2015 Notes"). The January 2015 Notes bears interest at the rate of 1% per annum, are due and payable on January 14 and 16, 2016 and are not convertible to common stock.

One of the notes was repaid in full on March 3, 2015 with interest due waived the by the debtor, and the second note was repaid on April 22, 2015 with interest due waived the by the debtor.

During the second quarter an agreement was reached with the holder of $120,979 advance payable note to settle the full amount due for $30,000 and interest due. The settlement with all note holders resulted in $528 loss on debt settlement due to the payment being higher than principal and accrued interest as of that date as well as a charge of $90,979 considered a contribution of capital due to the fact that note holder, IMWT, was a related party.

We concluded that these notes have a stated rate of interest that is different from the rate of interest that is appropriate for this type of debt at the date of the transaction. Accordingly, the company imputed interest at an appropriate rate estimated at 8% as prescribed under FASB ASC 835. The resultant charge of $6,280 for the period ending December 31, 2014 and $4,113 for the period ending September 30, 2015March 31, 2016 to interest expense was considered a contribution of capital and was recorded in additional paid in capital.

On November 16, 2014 four individuals loaned amount to company, totaling $87,910 with maturity dates of November 16, 2015 and bearing an interest rate of 8% per annum, these notes were fully converted on July 16, 2015 to Company shares of commons stock and warrants as described in Note 3.

Between March 31, 2015 and JulyMarch 31, 20152016 the Chief Scientist Ministry of Israel loaned the company an amount of $82,071.$167,677. The loan bears 17% interest and shall be due and payable when the company generates sales revenue from products in development.

On March 9, 2016 four individuals lent the company a total of $34,547 with maturity dates of November 16, 2015 and bearing an interest rate of 8% per annum.

For the periods ended September 30, 2015March 31, 2016 and December 31, 20142015, the Company has recognized $7,444$7,759 and $2,013,$19,285, respectively, in accrued interest expense related to the stated interest rate on the notes. Interest expense for the periods ended September 30,March 31, 2016 and March 31, 2015, and September 30, 2014, respectively, were $18,763$7,759 and $0, of which $9,555$7,483, as well as $1,483 and $0 is from the amortization of debt discount.

Note 6.7. Derivative Liabilities and Convertible Notes

On July 8, 2014 the company issued a convertible promissory note to Axel Springer Plug & Play Accelerator GmbH (the "Holder"), in the amounts of $29,719.

The Convertible note is convertible at the lessor of a market based discounted and a fixed rate derived from a fixed market cap. The Holder has the right following the Date of Issuance, and until any time until the convertible Promissory Note is fully paid, to convert any outstanding and unpaid principal portion of the Convertible Promissory Note, and accrued interest, into fully paid and non-assessable shares of Common Stock. The Holder was not issued warrants with the Convertible Promissory Note.

The following shows the changes in the derivative liability measured on a recurring basis for the ninethree months ended September 30, 2015, 2015,March 31, 2016 and year ended December 31, 2014.2015.

		Level 3
Derivative Liability at December 31, 2013		$	-
Additions to Derivative Liability related to Convertible Debt			20,532
Derivative Liability at December 31, 2014		$	20,532
Change in Fair Value of Derivative Liability			(20,532	)
Derivative Liability at September 30, 2015		$	-

	Level 3
Derivative Liability at December 31, 2014	$	20,532
Extinguishment of Derivative Liability		(20,532)
Derivative Liability at December 31, 2015	$	-
Derivative Liability at March 31, 2016	$	-

For the periods ended September 30, 2015March 31, 2016 and December 31, 20142015 the Company has recognized $0 and $2,013, respectively, in accrued interest expense related to the stated interest rate on the notes. Interest expense for the periods ended September 30,March 31, 2016 and December 31, 2015, and September 30, 2014, respectively, were $17,274$7,759 and $0,$30,604, of which $4,399$0 and $0 is from the amortization of debt discount.discount related to this note The note is no longer considered convertible since the lender elected not to convert, and as such the derivative was written off.

As of December 31, 2014 the company has a $20,532 derivative liability and a $20,164 convertible note payable, net of discount of $9,555. As of September 30, 2015 the company has a $0 derivative liability and a $29,719 convertible note payable, net of discount of $0. As of March 31, 2016 the company has $0 derivative liability and $31,157 of convertible notes payable, net of discount of $73,562.

In accordance to ASC #815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted for as derivative financial instruments. Additionally, since the conversion price of the two notes represented the fair market value of the Company's common stock at the time of issuance, no beneficial conversion feature exists. We believe that the Company's shares of common stock is and have been very thinly traded during the last 3 years and that the fair value of the stock price was deemed not to be a fair value. Management decided that because the Company's ability to continue as a going concern was in question and that it has no revenue sources that the conversion price was a better measure of fair market value. Based on that decision, no beneficial conversion feature was reflected in the financial statements and the $20,165 extinguishment of debt was reflected in the current period earnings and $0 extinguishment of debt was reflected in the current period earnings.

Note 7.8. Other Receivables

As of September 30, 2015March 31, 2016 and December 31, 2014,2015 the Company had other receivables of $11,812$0 and $6,718,$25,797, respectively, which represent VAT refunds claimed resulting from excess VAT paid over VAT received.

Note 8.9. Accounts Payable and Accrued Liabilities

As of September 30, 2015March 31, 2016 and December 31, 2014,2015 the Company had accountsAccounts payable and accrued liabilities of $130,354$86,416 and $2,577, respectively, which represent accrued expenses including claims brought against the company as described in Note 10 subsequent events section.$90,705, respectively.

Note 9. Litigation Accruals

On November 9, 2015, the Company received a notice of claim from Tomer Maharshak & Co., Israel, the Company's former attorneys, for legal fees allegedly owed by the Company and its wholly-owned Israeli subsidiary, Emerald Medical Applications Ltd. The Company has recorded an accrued liability in the amount of $118,430 at September 30, 2015, which represents 80% of the claim, in reliance upon the advice of its current law firm in Israel. The Company believes that it has meritorious defenses to this claim and does not believe that any potential settlement or judgment will adversely affect the Company.

Note 10. Income Taxes

We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2014 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).

We have a current operating loss carry-forward of $1,137,598 resulting in deferred tax assets of $0. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.

		September 30, 2015		December 31, 2014
Individual components giving rise to the deferred tax assets are as follows:	$		$
Future tax benefit arising from net operating loss carryovers		398,159		157,172
Less valuation allowance		(398,159)		(157,172)
Net deferred asset	$	-	$	-

The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011.

The Company is not under examination by any jurisdiction for any tax year. Our Israeli income tax returns are open for fiscal years ending on or after December 31, 2010.

Note 11.10. Subsequent Events

Between November 5 to November 9, 2015, 255,750 SharesOn May 4, 2016, 150,000 shares were issued for services.

to three service providers as per the terms of the service agreement. On November 9, 2015May 8, 2016, 41,667 shares were issued to a claim was filed toservice provider as the Tel Aviv, Israel court againstterms of the Company and its wholly owned subsidiary for payment of past due fees by its former counsel. See footnote 9.services agreement.

 

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLANRESULTS OF OPERATIONS Back to Table of Contents

Overview

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

On December 30, 2014, the Registrant entered into a non-binding Memorandum of Understanding ("MOU") with Emerald Medical Applications Ltd., a private limited liability company incorporated under the laws of the State of Israel ("Emerald"). Emerald develops and owns proprietary technologies and methods relating to detection and diagnosis of early-stage Melanoma.

The MOU provides that the Registrant and Emerald will enter into a reverse merger (the "Reverse Merger"), subject to the execution of a definitive agreement (the "Definitive Agreement"). The execution of Definitive Agreement and the closing of the Reverse Merger will be subject to the Registrant's raise of $800,000 from third party investors, including but not limited to the Registrant's existing stockholders (the "Investors"), at terms and conditions to be agreed upon by the Registrant and Emerald.

Upon the closing, the holders of Emerald's capital stock will receive in exchange a number of shares of the Registrant's common stock equal to 45% of the Registrant's issued and outstanding common stock on a fully-diluted basis as at immediately following the closing of the Reverse Merger, excluding Registrant's securities to be issued to the Investors upon exercise of warrants issued to the Investors within the framework of the Reverse Merger. In addition, Emerald's holders will be issued up to an additional 21% of the Registrant's common stock in three equal tranches of 7% of the Registrant's issued and outstanding common stock as at immediately following the closing of the Reverse Merger, subject to Emerald's achievement of certain milestones to be set forth in the Definitive Agreement.

The Definitive Agreement with Emerald closed on July 14, 2015 and Emerald became a wholly-owned subsidiary of the Company.

Plan of Operations

We are a digital health startup company engaged in the development, sale and service of imaging solutions utilizing our proprietary DermaCompare software that we developed for use in derma imaging and analytics (our “DermaCompare”"DermaCompare" or “Product”"Product"). In our development of the DermaCompare technology, we utilized the knowledge learned from advanced military image processing and data analytics to improve the analysis of medical images for the benefit of patients and the medical community. We believe that our proprietary DermaCompare software represents an advancement in skin cancer screening that should enable physicians to more readily identify and monitor changes in their patients’patients' skin characteristics.

DermaCompare is Emerald’sEmerald's first application of its technology, which we believe represents an advance in the early detection of skin cancer. DermaCompare is based on automated image analytics software using advanced algorithms for alignment, anchoring, identifying and detecting changes in the shapes, colors and sizes of skin lesions, which could potentially become Melanoma. We apply our DermaCompare technology in image capture, correction and intelligent data extraction in the market for derma imaging products.

Our DermaCompare solution allows dermatologists and other medical care professionals, using a set of 25 total body photography (“TBP”("TBP"), to capture sets of skin lesion images with, among other devices, digital cameras, camera-equipped smart phones or tablets. These images are then transmitted online and are remotely analyzed by professionals using our DermaCompare software.

Our DermaCompare imaging software has 2 main modules:

	●	A SaaS cloud-based Dr. Module that can be launched on any desktop computer connected to the Internet; or
	●	Mobile APP for mass population uses can be installed on smart phones or tablets with iOS or Android operating systems.

Our future plans also contemplate the use of wearable computing and imaging devices such as Google glasses or other comparable devices.

Our sales and marketing plan, which has already commenced, is to sell licenses for our DermaCompare imaging software to: NHSs, HMOs, health insurance companies, hospitals and medical clinics through distributers, health care channel partners or directly through independent salespersons and/or web purchase to dermatologists and other physicians (GPs) that we expect to purchase licenses based on the number of potential numbers of patients.

In furtherance of our business plan, which has resulted in us becoming an operating company, Emerald haswe have entered into a series of agreements with unaffiliated third parties for the distribution of its DermaCompare Technology, as follows:

1. On August 12, 2013, Emerald entered into an exclusive distribution with Derma Italy Sri, organized under the laws of the Italy ("Derma Italy"), pursuant to which Derma Italy was granted exclusive distribution rights in Italy;
2. On December 1, 2013, Emerald entered into a distribution agreement with S. Bokhorst - Creatiekracht, organized under the laws of the Netherlands, pursuant to which S. Bokhorst was granted exclusive distribution in the Netherlands;
3. On February 6, 2014, Emerald entered into a distribution agreement with Medical Edge Pty Ltd, organized under the laws of Australia ("Medical Edge"), pursuant to which Medical Edge was granted exclusive distribution rights in the markets of Australia, New Zealand and Oceania;
4. On January 14, 2015, Emerald entered into a Project Agreement with Realize S.A. and Ubitech, entities engaged in IT related to medical technology in Greece, and MEDISP and MPUoP, academic and research institutes in Greece (collectively, the "Greek Partners"). Emerald and the Greek Partners anticipate imminent grants from the Office of Chief Scientist of the State of Israel and the General Secretariat for Research and Technology of Greece, respectively, the proceeds of which will be used for development of enhanced smartphone applications for diagnosis of early stage Melanoma.

 

During the nine-monthsthree months ended September 30,March 31, 2016 and the year ended December 31, 2015, we raised $852,071 in$1,162,976 through the issuance of equity and debt capital and we may be expected to require up to an additional $1.5 million in capital during the next 12 months to fully implement our business plan and fund our operations.

Utilizing capital raised, Emerald completed the development of a commercial model of its DermaCompare Product and has commenced marketing efforts. Emerald is continuing to negotiate additional distribution agreements for territories including North America, Latin America, Southern Africa, Israel and elsewhere in Europe, among other countries and regions. Emerald fully expects to significantly increase the level of its business activities during the 4th quarter of 2015 and expects to generate significant revenues from its DermaCompare Technology commencing in or before the first half of fiscal 2016. Emerald is continuing to work on development of the "next generation" DermaCompare Technology, with enhanced features.

Results of Operations during the three and nine months ended September 30, 2015March 31, 2016 as compared to the three and nine months ended September 30, 2014March 31, 2015

We have not generated any revenues during the three and nine months ended September 30, 2015March 31, 2016 and 2014.2015. During the three and nine month period ended September 30,March 31, 2016 and 2015 we incurred $7,243,711$1,900,230 and $7,675,156,$180,322, respectively, in net loss compared to $0 and $0 during the same period in the prior year.losses.

Our general and administrative expenses increased to $364,730 and $539,121$1,799,520 for the three and nine months ended September 30, 2015March 31, 2016 as compared to $0 and $0$178,725 during the same period in the prior year. The significant increase was due to increased expenses relating to the merger between the Company and Emerald Medical Applications Ltd. as well as share based compensation.

Our research and development expenses increased to $252,498 and $499,898$103,348 for the three and nine months ended September 30, 2015March 31, 2016 as compared to $0 and $0 during the same period in the prior year. The significant increase was due to research and development expenses of Emerald Medical Applications Ltd.

Other operating expenses increased to $618,599 and $618,599 for the three and nine months ended September 30, 2015 as compared to $0 and $0 during the same period in the prior year. The significant increase was due to non-cash compensation.

Interest expense increased to $6,934 and $18,763$7,759 for the three and nine months ended September 30, 2015March 31, 2016 as compared to $0 and $0$7,483 during the same period in the prior year due to increased loans.

Stock based compensationDepreciation expense increased to $5,343,088 and $5,343,088$2,509 for the three and nine months ended September 30, 2015March 31, 2016 as compared to $0 and$399 during the same period in the prior year due to additional fixed assets purchased during the year.

Amortization expense increased to $1,438 for the three months ended March 31, 2016 as compared to $0 during the same period in the prior year due to issuance of consultants Class B and C warrants which are fully vested and accordingly were includedincrease in expenses as stock based compensation.

Loss of settlement of debt increased to $678,027 and $678,027 for the three and nine months ended September 30, 2015 as compared to $0 and $0 during the same period in the prior year due to settlement with Emerald debt holders as discussed in Note 3.convertible loans.

Liquidity and Capital Resources

Our balance sheet as of September 30, 2015March 31, 2016 reflects current assets of $458,841$94,859 consisting of $447,029 cash and other receivables of $11,812.cash. As of December 31, 2014,2015, we had current assets of $40,128$141,246 consisting of cash and cash equivalents of $14,411, due from related party of $18,999$115,449, and other receivables of $6,718.$25,797. We had fixed assets, net of $18,521, as of March 31, 2016 and $21,120 as of December 31, 2015.

As of September 30, 2015,March 31, 2016, we had total current liabilities of $314,140$349,889 consisting of $130,354$86,416 in accounts payable and accrued liabilities, $16,046 due$19,023 employee payable, $3,310 employee payable to related parties, $48,506 employee payable, $7,444party, $7,759 accrued interest payable, $29,719$31,157 in convertible notes payable and $82,071 in short term notes payable.

As of December 31, 2014, we had total current liabilities of $137,635 consisting of $2,577 in accounts payable and accrued liabilities, $4,439 accounts payable due to related party, $2,013 accrued interest payable, $19,521 short term notes payable due to related party, $20,164 in convertible notes payable, net of discount, $20,532 derivative liability and $68,389$202,224 in short term notes payable.

We had positivenegative working capital of $167,961$236,509 as of September 30, 2015March 31, 2016 compared to negative working capital $97,507$147,529 at December 31, 2014. Such working capital has been sufficient to sustain our operations to date.2015. Our total liabilities as of September 30, 2015March 31, 2016 were $314,140$349,889 compared to $137,635$288,775 at December 31, 2014.2015.

During the period ended September 30,March 31, 2016, we had negative cash flow from operations of $173,002, which was the result of a net loss of $1,900,230, decrease in accrued expenses of $32,394 and offset by $25,797 increase in other receivables, $1,445,653 shares issued for services, $274,314 options issued for services, $17,670 increase in accounts payable, $2,509 depreciation expense, $1,438 amortization expense, and accrued interest of $7,759.

During the three months ended March 31, 2016, we had no investing activities as compared to investing activities related to acquiring fixed assets valued at $6,956 in the same period in the prior year.

During the period ended March 31, 2016, we had positive cash flow from financing activities of $157,250 which was the result of $75,000 proceeds from issuance of convertible debt and $82,250 from issuances of notes payables.

During the period ended March 31, 2015, we had negative cash flow from operations of $831,984,$127,312, which was the result of a net loss of $7,675,156, $20,532 gain due to extinguishment$180,322 offset by depreciation expenses of derivative, $11,607 increase$399, amortization expenses of $2,071, a loss of a change in related parties payable, $5,094fair value of derivatives of $367, an increase in other receivables offset by $5,343,088 warrants issued for services, $617,900 shares issued for services, $678,027 loss on settlement of debt, $131,553$17,333, an increase in accounts payable $48,506 increase in employees payable, $18,999 increase in amounts due from related partyof $62,828 and $5,431an increase in accrued interest.interest of $5,412.

During the period ended September 30,March 31, 2015, we had positive cash flow from investing activities of $441,378 which was the result of $467,380 effect of reverse merger offset by $26,002 in purchases of property and equipment.

During the period ended September 30, 2015, we had positive cash flow fromour financing activities of $852,071 which wasprovided us with $131,798 from proceeds form the result of $280,000 proceeds from sale of common stock (net of issuance expense) and $572,071 from issuances of short-term payables.stock.

There are no limitations in the Company's certificate of incorporation on the Company's ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. The Company's limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company's limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company's financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have unqualified audit opinion for the period ended September 30, 2015March 31, 2016 with an explanatory paragraph on going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company. Management believes that actions presently being taken to obtain additional equity financing will provide the opportunity to continue as a going concern.

Off-Balance Sheet Arrangements

As of September 30, 2015 and December 31, 2014, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of September 30, 2015 and December 31, 2014, we did not have any contractual obligations.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the periods ended September 30, 2015 and December 31, 2014, and are included elsewhere in this report.

---

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK> Back to Table of Contents

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURESBack to Table of Contents

Evaluation of Disclosure Controlsdisclosure controls and Proceduresprocedures.

As As of March 31, 2016, the end of our fiscal quarter ended September 30, 2015, we carried outCompany's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  supervisionExchange Act. Based upon the evaluation of these controls and with the participation of management, includingprocedures, our chief executive officer and principalchief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon those evaluations, management concluded that our disclosure controls and procedures were not effective as of September 30, 2015, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Going forward from this filing, the Company intends to work on re-establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)end of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

During the quarterperiod covered by this Report, there werereport.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company'sour internal control over financial reporting. No remediation has been made in this quarter since, as we stated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, we have not yet commercialized a recombinant fiber and, therefore do not yet have sufficient cash flow to carry out our remediation plans.

ITEM 1. LEGAL PROCEEDINGSBack to Table of Contents

None.

ITEM 1A. RISK FACTORS Back to Table of Contents

In addition to the other information set forth in this report, you should carefully consider theSeeSee risk factors discussed in Part I, “Item"Item 1. Description of Business, subheading Risk Factors”Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.2015.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPROCEEDS> Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIESBack to Table of Contents

None.

ITEM 4. MINE SAFETY DISCLOSURE Back to Table of Contents

None.

ITEM 4. MINE SAFETY DISCLOSURE 5. OTHER INFORMATIONBack to Table of Contents

None.

ITEM 5. OTHER INFORMATIONBack to Table of Contents

None.

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.	Description
31.1	Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

Emerald Medical Applications Corp.EMERALD MEDICAL APPLICATIONS CORP.

By: /s/ /s/ Lior Wayn
Lior Wayn
Chief Executive Officer
(Principal Executive Officer)
Date: November 20, 2015May 17, 2016

By: /s/ Oded Gilboa
Oded Gilboa
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: November 20, 2015May 17, 2016

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ /s/ Yair Fudim
Yair Fudim
Chairman
Date: November 20, 2015May 17, 2016

By: /s/ /s/ Lior Wayn
Lior Wayn
Director
Date: November 20, 2015May 17, 2016