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

TechCare Corp.

Notes to Unaudited Financial Statements

September 30, 2017 (Unaudited)

NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESCITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(U.S. dollars, except share and per share data)

A. NatureCITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars, except share and per share data)

The accompanying notes are an integral part of operationsthe condensed consolidated financial statement

CITRINE GLOBAL, CORP.

TechcareNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 - GENERAL

Citrine Global, Corp. (“Techcare”, the “Registrant”Citrine Global” or the “Company”“Company”), formally known as BreedIT Corp. (“BreedIt”), was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB Marketmarket under the ticker symbol “TECR”.“CTGL.”

On February 8, 2016,August 20, 2020, CTGL - Citrine Global Israel Ltd., the Company’s Israeli subsidiary (the “Israeli Subsidiary), Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation Center Israel Ltd. Israeli Subsidiary holds 60% of Cannovation Center Israel Ltd.’s shares, while each of Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares.

On November 22, 2020, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital (the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 40-to-1 and 100-to-1 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each forty or one hundred shares of common stock, as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. No fractional shares of common stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company signed a Merger Agreementwill be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. In addition, the Majority Consenting Stockholders also approved the elimination of the Company’s entire authorized class of fifty million (50,000,000) undesignated preferred stock, thereby reducing the total number of shares of capital stock that the Company may issue from one billion five hundred fifty-thousand (1,550,000,000) shares to one billion five hundred thousand (1,500,000,000) shares, all of which are designated as common stock (the “Certificate of Elimination”). The Certificate of Elimination will be effective upon the filing with Novomic Ltd. (“Novomic”), a private company incorporated under the lawsSecretary of the State of Israel. The closingDelaware, which was not completed as of the merger took place on August 9, 2016 pursuant to which Novomic became a wholly-owned subsidiarydate of this report’s filing. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and the filing with the Secretary of the Company. The merger was structuredState of Delaware, both of which were not completed as a reverse merger.of the date of the approval of the financial statements.

On December 30, 2020, the Ministry of the Economy of the Israeli government approved the grant of 10,000 square meters of industrial land in the Yeruham Biopharma Park to Cannovation Center Israel for building the Cannovation Center, that will include factories, laboratories, logistics and a distribution center for the medical cannabis, CBD, hemp and botanicals industries.

On August 23, 2017, the Company entered into a binding memorandum of understanding (the “MOU”) with Naturalicious Holdings B.V.April 13, 2021, Citrine S A L Investment & Holding Ltd., a Dutch corporation (including its subsidiaries, “Natur”), pursuant to which the Company will acquire certain assets, operations and activities of Natur, in consideration for which the Company will issue a number of shares of common stock, par value $0.0001 per share representing fifty percent (50%) of the Company’s issued and outstanding common stock, on a fully diluted basis. The parties have agreed to use commercially reasonable efforts to negotiate and execute a definitive agreement within thirty (30) days of the execution of the MOU and subsequent closing of the aforesaid transactions (the “Closing”). In connection with the transaction, the parties shall enter into a separate stockholders’ agreement pursuant to which the board of directorsmajor shareholder of the Company, on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, 2022 that will allow the Company to be operational as planned and budgeted through this period (the “Board”“Irrevocable Letter”), following the closing, will be comprised of six (6) directors, three (3) of whom shall be nominated for election by the controlling stockholders of Natur and three (3) of whom shall be nominated for election by.

Based on the Company’s current controlling stockholders. The MOU may be terminated by either party incash balances and the event definitive agreements are not executed by the parties within eighty (80) days of the execution of the MOU.

Also, on August 23, 2017,Irrevocable Letter, the Company announcedbelieves it has sufficient funds for its plans for the appointment of Mr. Shlomi Arbel as the Company’s Chief Executive Officer, effective as of that date. Mr. Arbel, a member of the management team of the Company and Novomic, succedes Mr. Zvi Yemini who remained the chairman of the Board.

Going Concern

During the nine months period ended September 30, 2017, the Company had a comprehensive loss of approximately $3.5 million (out of which $2.2 million is related to stock-based compensation). As of September 30, 2017, the Company had accumulated losses of approximately $7.2 million (out of which $2.9 million is related to stock-based compensation). Based on the projected cash flows and Company’s cash balances as of September 30, 2017, Company’s management is of the opinion that without further fund raising it will not have sufficient resources to enable it to continue advancing its activities including the development, manufacturing and marketing of its products for a period of at least 12next twelve months from the date of issuance of these financial statements. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans include the continued commercialization of the products, continue taking cost reduction steps and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializingembarking on its productsnew activity as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and securing sufficient financing,if it may need to reduce activities, curtail or cease operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.will have sustainable profits.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

B. Summary of significant accounting policiesUnaudited Interim Financial Statements

The accounting policies adopted are consistent with those of the previous financial year.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and condensed footnotes have beenits subsidiary, prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S.accounting principles generally accepted accounting principlesin the United States of America (“GAAP”GAAP”), for complete financial statements. and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented include all material adjustments (consisting of normal recurring items) consideredadjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented have been included. Thefinancial condition, results of operations and cash flows for the nine and thefor three months ended September 30, 2017March 31, 2021. However, these results are not necessarily indicative of the results to be expectedfor any other interim period or for the year or for other interim periods or for future years. The consolidated balance sheet as ofended December 31, 2016 is derived from audited2021.

Certain information and footnote disclosures normally included in financial statements as of that date; however, it does not include allin accordance with generally accepted accounting principles have been omitted pursuant to the rules of the informationU.S. Securities and footnotes required by GAAP for complete financial statements.Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes includedthereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on May 10, 2017.2020.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of TechCare,Citrine Global and its subsidiary, Novomic.Israeli Subsidiary. All significant intercompany accountsbalances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities and assets. Actual results could differ from those estimates.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: RECENTLY ISSUEDQuoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

CITRINE GLOBAL, CORP .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTSPOLICIES AND BASIS OF RESENTATION (cont.)

Fair value (cont.)

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Fair value (cont.)

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

The following table presents the changes in fair value of the level 3 liabilities for the period ended March 31, 2021:

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Conversion feature

In March 2016,accordance with ASC 815-15-25, the FASBconversion feature was considered embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below:

(*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date.

The fair value of such shares exchange agreement was estimated using the Black-Scholes option-pricing model and is presented among current liabilities within the Company’s condensed consolidated balance sheet.

The following are the data and assumptions used as of the balance sheet date related to future potential issuance of shares as describe above for potential fall in share price of a party, not exceeding 20%:

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU No. 2016-09, which simplifies certain aspects of2020-06 will simplify the accounting for share-based payments, including accounting for income taxes, classification of awards as either equity or liabilities, classification on the statement of cash flows as well as allowing an entity-wide accounting policy election to either estimateconvertible instruments by reducing the number of awardsaccounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are expectednot clearly and closely related to vest or accountthe host contract, that meet the definition of a derivative, and that do not qualify for forfeituresa scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as they occur. Thepaid-in capital. ASU is2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for annual reporting periods (includingpublic companies for fiscal years beginning after December 15, 2023, including interim periods within those annual reporting periods)fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2016 and all amendments of2020, including interim periods within those fiscal years. The Company is currently evaluating the ASUimpact that apply must be adopted in the same period. The adoption by the Company of ASU No. 2016-092020-06 will have on January 1, 2017, didthe Company’s consolidated financial statement presentation or disclosures.

Other new pronouncements issued but not effective as of March 31, 2021 are not expected to have any effecta material impact on the Company’s consolidated financial statements.

NOTE 3: RESTATEMENT3 – STOCK OPTIONS

The Company restated its September 30, 2016 statementrecorded a share based compensation expense in the amount of operations, comprehensive loss and cash flows1,737 thousands in order to correct the following errors:

1) Reclassification of certain property, plant and equipment items that was previously expensed.
2) Measurement of stock-based compensation modification for the Company’s 2015 stock grants.
3) The accounting treatment of thereverse merger (including the effect on earnings per share).

Statement of operations and comprehensive loss for the nine months period ended September 30, 2016:

Statement of operations and comprehensive loss for the three months period ended September 30, 2016:March 31, 2020.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Statements of cash flows for the nine months ended September 30, 2016:

NOTE 4: STOCKHOLDERS’ EQUITY4 – EVENTS DURING THE PERIOD

Share capital

During the nine months ended September 30, 2017On June 25, 2020, the Company entered into several agreements, under whichand the Company raised an aggregate amount of $878,250. In October 2017, the CompanyIsraeli Subsidiary entered into an Advance Investment Agreementagreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) 1 million in cash (approximately $290,000) in direct financing for working capital purposes. The financing will bear 6% annual interest, and Intelicanna will make additional payments equal to 6% of its gross revenues from the date the financing was received and until the date Intelicanna’s aggregate gross revenues reach NIS 2 million (approximately $600 million). If the total of the 6% interest plus the additional payments would result in a bridge investmentreturn of less than 12% per year to the Company, the interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna must pay 50% of its gross revenues to the aggregate amountCompany upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of US$250,000 – See note 10.its shares equal to NIS 1.5 million (approximately $0.45 million ) divided by the lower of (i) volume weighted average price (VWAP) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna receiving a commercial growing license.

On July 9, 2020, the Company transferred to Intelicanna NIS 500,000 (approximately $145,000).

On March 31, 2021, Intelicanna repaid the full principal of the loan together with 12% interest, which amounted to NIS 46,000 (approximately $14,000).

NOTE 5 – RELATED PARTIES

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 6 – SUBSEQUENT EVENTS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTSForward-looking Statements

The following discussion 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 ofQuarterly Report on Form 10-Q contains certain forward-looking statements that reflect our current views with respect to future events and financial performance. Certain statements that the Company may make from time to time, including all statements contained in this Form 10-Q that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe harbor provisions set forth in Section 27A of the Securitiessafe-harbor created by such Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-lookinglaws. In some cases, you can identify forward-looking statements may be identified by wordsterminology such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,“may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other wordsfactors that may cause actual results, performance levels of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumesactivity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Except as required by law, we undertake no obligation to updaterelease publicly the result of any forward-looking statements. Additional information concerning factors which could cause differences betweenrevision to these forward-looking statements and future actual resultsthat may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is discusseddescribed under the heading “Risk Factors” in the Company’sPart I, Item 1A, of our Annual reportReport on Form 10-K for the fiscal year ended December 31, 2020 as filed with the Securities and Exchange Commission, or the SEC, on April 15, 2021, and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the nine months ended, as filed with the SEC on May 10, 2017. You should not place undue certainty on these forward-looking statements. These forward-looking statementsNovember 16, 2020. Readers are subjectalso urged to certain riskscarefully review and uncertaintiesconsider the various disclosures we have made in that could cause actual results to differ materially fromreport. As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Citrine” mean Citrine Global, Corp. and our predictions.wholly-owned subsidiary CTGL -Citrine Global Israel Ltd. unless otherwise indicated or as otherwise required by the context.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our historical results of operations during the periods presented and our financial condition for the periods ended September 30, 2017 and 2016. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements for the years ended December 31, 2016 and 2015.

Overview and Recent Developments

Our business activity is comprised of developing Israeli technologies and solutions and bringing them to global markets. We are a technology company engagedbelieve in the design, development and commercialization of a delivery platform utilizing proprietary vaporization various compounds to enable a wide variety of health, wellness, food-tech, botanicals, and beauty treatments (the “Platform”medical cannabis industries that demonstrate high growth potential and focus on these markets.

Our headquarters, directors, and executive officers are all based in Israel, where we operate via our wholly-owned subsidiary, CTGL - Citrine Global Israel Ltd. (“Citrine Global Israel”).

We anticipate to commence generating revenues fromhave developed a unique platform of operational innovation centers (each, an “Operational Innovation Center”) that create eco-systems for the sale of Novokid, our head lice treatment device, duringhealth, wellness, botanicals, and medical cannabis industries. Our first Operational Innovation Center will be the fourth quarter of 2017, following its receipt of regulatory approval from the CECannovation Center Israel Ltd. (the European Union)“Cannovation Center Israel”), obtainedfocusing on Israeli health, wellness, botanicals, and medical cannabis industries, supported in part by the Company during the third quarter of 2017, which now permits us to commence salesIsraeli government grants and marketing activities in Europe.contributions.

Before we enter the U.S. market, we will need to secure approval from the FDA. Pursuant to our OEM Agreement signed in June 2017We have an experienced team and a network of partners that include leading experts with a proven track record in technology, high-tech, biotech, investment, entrepreneurship, real estate, finance, and strategic business development in Israel and worldwide. We plan to operate worldwide through domestic subsidiaries, local teams, partners, and industry experts in each area.

Our vision is to become a global leader in developing wellness and pharma technologies and solutions that improve people’s health and quality of life worldwide.

We created a five-element approach of multi-strategy solutions to realize our vision:

On December 30, 2020, the Ministry of the Economy of the Israeli government approved the grant of 10,000 square meters of industrial land in Yeruham, Israel for Cannovation Center Israel to build the Cannovation Center, that includes factories, laboratories, logistics and a distribution center for the medical devicecannabis, CBD, hemp and wellness application company based inbotanicals industries. We own 60% of the United States (the “OEM Distributor”), the OEM Distributor will be solely responsible for obtaining and maintain the FDA approval and shall bear all costs related to such approval.share capital of Cannovation Center Israel, through Citrine Global Israel.

We are a companyin advanced negotiations with limited operations and no revenues from our business operations.the Yeruham Local Council with respect to the Cannovation Center Israel project. There is substantial doubtalready an architectural conceptual plan for the building and for the interior design and we have pricing for the project, including various suppliers. The Cannovation Center Israel’s new chief executive officer aims to establish the Cannovation Center Israel, obtain the required licenses, select suppliers, partners and other activities to realize our strategy.

On April 5, 2021, we announced that Intelicanna Ltd. (“Intelicanna”), a publicly-traded Israeli medical cannabis company listed on the Tel-Aviv Stock Exchange, has repaid in full the loan we can continueprovided to Intelicanna in the amount of NIS 500,000 (the “Loan”) as well as 12% interest. Previously, we and Citrine Global Israel had entered into several strategic agreements with Intelicanna, which included a loan agreement to provide Intelicanna with the Loan.

On April 29, 2021, our board of directors (the “Board”) appointed David Kretzmer as a going concern formember of the next twelve months withoutBoard and expanded the successnumber of our new business operations. We project that we will needBoard members to raise approximately $1,200,000 duringfive, with such expansion of the next 12 months in order to successfully implement our business planBoard and to become profitable,appointment of which there can be no assurance. Failure to obtain this necessary capital at acceptable terms, if at all, when needed, may force us to delay, limit, or terminate our product development efforts and secure regulatory approvals and would adversely impact our planned research and development efforts in connection with the Company’s future products, which may make it more difficult for us to attain profitability.

Recent Developments and Plans

Our current and future products are all based on our Platform, which was developed over a period of 7 years. During the past 18 months, we have achieved the following:

During the next 12-18 months, we plan to focus our efforts on the following:Mr. Kretzmer taking effect immediately.

We may be required to obtain additional regulatory approvals for our head lice treatment platform and any future products. If unable to receive regulatory approval or commercialize our product candidates, our business will be adversely affected. CE approvalOn May 5, 2021, Cannovation Center Israel, which is required for the marketing, distributing and sale of our products in the EU, whereas FDA approval is required for such marketing, distributing and sale in the United States. In the event that our products are to be sold in certain territories requiring additional regulatory approvals, such approvals will need to be obtainedpartly-owned (60%) by us or by our distributors.

On August 23, 2017, we entered into an MOU with Natur, pursuant to which we will acquire certain assets, operations and activities of Natur, in consideration for which we will issue a number of shares of common stock, par value $0.0001 per share representing fifty percent (50%) of our issued and outstanding common stock, on a fully diluted bases. The parties have agreed to use commercially reasonable efforts to negotiate and execute a definitive agreement within thirty (30) days of the execution of the MOU and subsequent closing of the aforesaid transactions. In connection with the transaction, the parties shall enter into a separate stockholders’ agreement pursuant to which our Board, following the Closing, shall be comprised of six (6) directors, three (3) of whom shall be nominated for election by the controlling stockholders of Natur and three (3) of whom shall be nominated for election by our current controlling stockholders. The MOU may be terminated by either party in the event definitive agreements are not executed by the parties within eighty (80) days of the execution of the MOU.

Citrine Global Israel, appointed Hagai Hillman as its new chief executive officer.

Our Treatment Solution

Novokid - Natural, Plant-based and Effective Lice Treatment

Parents and children exposed to head lice are now forced to use standard Over the Counter treatments that are toxic, often ineffective, time consuming and expensive. The global market for head lice treatments is estimated at $1.8 billion per annum whereas 6-12 million children get head lice each year in the US alone causing indirect damages estimated at $4-8 billion per annum. According to the Journal of Medical Entomology, 98% of lice have developed resistance to existing treatments in the US and they have now referred to as “super-lice”. Most current treatments contain pesticides, alcohol or silicone, which are all associated with a wide variety of hazardous side effects. Novokid is a non-pesticide, natural, plant-based and eco-friendly solution that eliminates lice and super lice by a 10 minute dry treatment. This compares with current treatments that required 20-40 minutes of shampooing and daily combing. Our treatment is fast, dry, clean, and easily administered at home or on the go. Novokid can also be used as a maintenance and preventative treatment if used regularly.

Shine - Natural Haircare Rejuvenation

Shine uses cold vaporization and a proprietary formulation to clean, treat and improve the appearance of the hair and scalp. In addition to removing the residue of products, the treatments will balance the hair’s pH levels, add body and shine, define curls, and strengthen and protect hair from further damage. Like our solution for lice, users simply put a Shine capsule in the compressor, place the attached cap on their head and sit for a 10-minute treatment. There is no need to rinse or shampoo following the treatment.

The global hair care market is estimated to be in excess of $80 billion per annum, and we are looking to establish a presence in the hair salon and home treatment niche. To that end, we are in the process of expanding the Shine treatment product line to include formulations for the needs of specific hair types, such as dry, curly, colored, and over-processed hair.　

Business model

While the vaporizer for both Novokid and Shine is designated to be a one-time purchase, the head cap, and especially the capsules, will be sold based on the razor/razor-blade business model and based on our estimates, which we believe are both reasonable and conservative, our target customers for Novokid and Shine are expected to purchase between 12-16 capsules, on average, per year. Therefore, we estimate that the majority of the revenues that the Company will generate in the future will be based on capsules sales for both Novokid and Shine products.

The Company plans to focus its initial sales and marketing efforts on two of the largest markets in the world - the European Union and the United States markets, starting in the European Union where CE approval was obtained during the third quarter of 2017.

In order to achieve its intended global footprint and market presence, the Company’s primary distribution method will be based on the business-to-business OEM and distribution agreements, as oppose to direct sales to end-customers. We believe that these models will reduce our sales and marketing costs to a minimum while starting to generate revenues to support our research and development efforts for utilizing our technological platform to expand our product line.

Intellectual Property

Due to the importance of patents, the Company has devoted significant efforts and resources and will continue to invest resources in strengthening its patent portfolio. Below is the list of patents registered by the Company to date:

The Company plans to expand existing patents related to pushing air using its vaporizer and new substances which are now being researched and documented, and more subjects that will be developed during research.

Research and Development

We spent approximately $1. 5 million on research and development (excluding stock based compensation expenses) during the past two years. During this period, we completed the product development of both Novokid and Shine, which included finalization of commercial design of compressor, capsules and head cap and optimizing the products efficiency.

The Company plans to build upon the research and development achievements it had with the completion of the head lice treatment product as the basis to expand its variety of treatments and solutions, which will also be based on the developed platform and the knowledge the Company gained principally during the past two years.

Results of Operations during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016

During the nine months ended September 30, 2017 and 2016, we generated no revenues.

Our research and development expenses during the nine months ended September 30, 2017 were $872,874 (compared to $782,231 during the same period in the prior year), comprised of $508,200 of ongoing research and development expenses (compared to $639,725 during the same period in the prior year) and additional sum of $364,674 (compared to $142,506 during the same period in the prior year) in stock based compensation to the Company’s research and development employees and service providers.

Our general and administrative expenses during the nine months ended September 30, 2017, were $2,441,860 (compared to $636,911 during the same period in the prior year) comprised of $639,713 of payroll and service providers’ consultancy (compared to $337,814 during the same period in the prior year) and an additional sum of $1,802,147 in stock based compensation to our management, consultants and service providers (compared to $299,097 during the same period in the prior year).

During the nine months ended September 30, 2017, we incurred a net loss of $3,477,807 (compared to $1,462,206 during the same period in the prior year). Excluding a sum of $2,166,821 in stock based compensation (compared to $441,603 during the same period in the prior year) we incurred a net loss of $1,310,985 (compared to a net loss of $1,020,603 in the same period in the prior year) principally for the reasons noted above.