UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A
Amendment # 2S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EMERALD MEDICAL APPLICATIONS CORP.

(Exact Name of Registrant in its Charter)

7 Imber Street, Petach Tikva, 4951141, Israel Phone: +(972) 3-744-4505

(Address and Telephone Number of Registrant’s Principal Executive Offices and Principal Place of Business)

Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, DE 19958

(Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.x

If this Form is filed to register additional securities for an Offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same Offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering.¨

If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-212b- 2 of the Exchange Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statementRegistration Statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION ON DECEMBER __, 2015JULY__, 2016

EMERALD MEDICAL APPLICATIONS CORP.

6,964,5476,266,250 SHARES OF COMMON STOCK

The selling shareholders (the "Selling Security Holders") named in this prospectus (the "Prospectus") are offering all

This Prospectus relates to the offer and sale of shares of the shares of common stock, (thepar value $0.0001(the "Shares" or "Common Stock") of Emerald Medical Applications Corp. f/k/a Zaxis International Inc., a Delaware corporation ("Emerald,"(the “Company”, the "Company" or“Registrant,” “we,” “us,” and “our”), as follows:

(i) the "Registrant") offered through this Prospectus. We are filing the registration statement (the "Registration Statement"), of which this Prospectus forms a part, in order to permit the Selling Security Holdersright to sell, their restrictedfrom time to time, up to an aggregate of $1,000,000 Shares of Common Stock, representing 2,060 shares of Common Stock pursuant to an Equity Purchase Agreement between the Company and restricted shares underlying warrants issued inKodiak Capital Group, LLC ("Kodiak") dated May 12, 2016 (the "Equity Agreement"), to Kodiak (the "Put Shares"), the timing of which sales, if any, will be controlled by the Registrant in a series of transactions exempt from registration under the Securities Act of 1933, as amended (the "Act")Company;; and

(ii) 4,050,000 Shares pursuant to separate Securities Purchase Agreements with Alpha Capital Anstalt ("Alpha"), in which Chi Squared Capital Inc. ("Chi Squared") was a party, and Firstfire Global Opportunities Fund LLC ("Firstfire"), dated June 20 and July 7, 2016, respectively (collectively, the provisions"Securities Purchase Agreements"), including Shares underlying the conversion of Regulation Dsecured convertible notes in the principal amount of $440,000 payable to Alpha and Regulation S promulgated by$100,000 payable to Firstfire (the "Notes") and Shares underlying the United Statesexercise of Class A and Class B Warrants as described more fully hereinbelow. In connection with entering into the Equity Agreement, we issued Kodiak 150,000 Shares and in connection with the separate Securities Purchase Agreements, we issued 125,000 Shares to Alpha and 31,250 Shares to Firstfire. These 306,250 Shares, which are also being registered, were issued as commitment fees and are referred to hereinafter as the "Commitment Shares."

We refer to Kodiak, Alpha, Chi Squared and Firstfire in this Prospectus collectively, as “the “Selling Shareholders.”

Pursuant to the Equity Agreement, from the date that the Securities and Exchange Commission (the "SEC") under the Act. The Common Stock to be sold by the Selling Security Holders as provided in the "Selling Security Holders section of this Prospectus includes shares of Common Stock that have already been issued and are currently outstanding, as well as shares of Common Stock underlying the Class B Warrants (sometimes referred to collectively as the "Warrants").

Reference is made to the disclosure under "Selling Security Holders" and "Description of Securities to be Registered" below. The outstanding shares of Common Stock described above were previously issued in private placement transactions, including unit offerings, under Regulation D and Regulation S completed prior to the filing ofhas declared the Registration Statement, of which this Prospectus forms a part. part, effective (the “Effective Date”) until the one year anniversary thereof, we have the right to sell, from time to time, the Put Shares, up to an aggregate value of $1,000,000 to Kodiak The Company will control the timing and amount of future sales of the Put Shares, if any, but we would be unable to sell Put Shares to Kodiak if such purchase would result in its beneficial ownership equaling more than 9.99% of our outstanding Common Stock. The purchase price of the Put Shares that may be sold to Kodiak under the Equity Agreement will be equal to 70% of the market price of the Common Stock as defined in the Equity Agreement. Because the actual date and price per Put Share for the Company’s put right under the Equity Agreement is unknown, the actual purchase price for the Put Shares is unknown and there is no maximum amount of our Shares that may be issued by the Company to Kodiak pursuant to the Equity Agreement.

Pursuant to the Securities Purchase Agreements with Alpha, including Chi Squared, and Firstfire, we issued and sold Notes in the principal amounts of $400,000, $40,000 and $100,000, respectively, bearing interest at 8% per annum, with a maturity date of June 19, 2017. The Notes are convertible, in whole or in part at the option of the Alpha, Chi Squared and Firstfire, into Shares of Common Stock, at any time and from time to time, at a conversion price equal to the lesser of: (i) $0.40; or (ii) 77.5% of the average of the VWAPs for the five (5) trading days immediately following the first to occur of (a) the 185thcalendar day after the first effective date of the Registration Statement and (b) the 275thcalendar day after the original date of issuance (the "Conversion Price(s)").

The Class A and Class B Warrants, sometimes referred to collectively as the "Warrants," provide as follows: The Warrants expire on the 5th anniversary of the issuance date (the Issuance Date") and the exercise price per Share under the Warrants shall be the lesser of: (i) $0.735;or (ii) 77.5% of the average of the VWAPs for the 5 trading days immediately following the first to occur of (A) the 185^thcalendar day after the first effective date of this Registration Statement and (B) the 275thcalendar day after the Issuance Date, whichever is lower; subject to adjustment as described herein (“Exercise Price(s)”).

The Exercise Price(s) of the Warrants shall only be subject to downward adjustment in the event that the Conversion Price(s) of the Notes is reduced pursuant to the Note. The Class A and Class B Warrants and the Notes are attached hereto as exhibits or incorporated by reference to Forms 8-K filed by the Company on June 20, 2016 and July 7, 2016.

As a result of the fact that the actual sales prices of the Put Shares and the actual conversion dates and Conversion Price(s) under the Notes and the exercise dates and Exercise Price(s) of the Warrants are unknown, there is no maximum amount of our Shares that may be issued by the Company upon the : (i) issuance and sale of the Put Shares; (ii) conversion of the Notes; and (iii) exercise of the Warrants. Accordingly, we caution readers that, although we are registering 6,266,250 Shares hereunder, the number of Shares actually issued under the Equity Agreement and the Securities Purchase Agreements may be substantially greater than the number of Shares being registered hereunder.

We are not selling any Shares of Common Stock in this offering. We, therefore, will not receive any proceeds from the sale of the Shares by the Selling Shareholders. We will, however, receive proceeds from the sale, if any, of Put Shares to Kodiak under the Equity Agreement and the exercise of Class A and Class B Warrants by Alpha and Firstfire under the Class A and Class B Warrant Agreements.

Please refer to the section of this Prospectus titled “Description of Equity Purchase Agreement and Securities Purchase Agreements” and"Description of Securities Being Registered"for a more complete discussion of the respective Agreements, the Notes, the Class A and Class B Warrants and the terms by which we may issue additional Shares of our Common Stock. Please refer to the section of this Prospectus titled “Selling Shareholders” for additional information.

The Selling Shareholders may sell Shares of Common Stock covered byfrom time to time in the principal market on which the stock will be traded at the prevailing market price or in negotiated transactions. See “Plan of Distribution” for more information about how the Selling Shareholders may sell their Shares being registered pursuant to this Prospectus. Any participating broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling shareholder has informed us that it is not a broker-dealer, is not an affiliate of a broker dealer, and does not have any agreement or understanding, directly or indirectly, with any person to distribute our Common Stock. We have paid and will pay the expenses incurred in registering the Shares, including legal and accounting fees.

Based on our financial statements for the years ended December 31, 2015 and 2014, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. To date we have not generated any revenues. Notwithstanding our success in: (i) raising approximately $1 million from the sale of equity and debt securities during the year 201; (ii) approximately $500,000 in additional debt financing on the sale of the Notes; and (iii) the proceeds to be received from the Grand Prix award of 500,000 Euros or approximately $555,000 from Publicis Groupe 90 initiative at the inaugural edition of Viva Technology Paris, France (See "Recent Developments" under "Prospectus in connection with the offering (the "Offering").Summary" and "Description of Business" below) , there can be no assurance that we will have adequate capital resources or be able to continue to raise equity and/or debt capital to fund planned operations. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our plan of operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

Our Common Stock is subject to quotation on OTCQB Market under the symbol "MRLA".MRLA. On December 1, 2015,July 25, 2016, the last reported salesales price for our Common Stock was $0.80$0.55 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock. The prices at which the Selling Security Holders may sell the shares of Common Stock in this Offering will be determined by the prevailing market price for the shares of Common Stock or in negotiated transactions.

Our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. 

Investing in our Common Stock involves a high degree of risk. See "Risk Factors" to read about factors you should consider before buying shares of our Common Stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is: December __, 2015July    , 2016

TABLE OF CONTENTS

Please read this Prospectus carefully and in its entirety. This Prospectus contains disclosure regarding our business, our financial condition and results of operations and risk factors related to our business and our Common Stock, among other material disclosure. We have prepared this Prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this Prospectus. We have not authorized any other person to provide you with different information. This Prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this Prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

The Registration Statement containing this Prospectus, including the exhibits to the Registration Statement, provides additional information about us and the Common Stock offered under this Prospectus. The Registration Statement, including the exhibits and the documents incorporated herein by reference, can be read on the Securities and Exchange Commission website or at the Securities and Exchange Commission offices mentioned under the heading "Where You Can Find More Information."

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this Prospectus, the terms "Emerald""Emerald," "Company," "Registrant," "we," "us" and "our" refer to Emerald Medical Applications Corp., a Delaware corporation.corporation and the terms "Emerald Ltd" and "Subsidiary" refer to Emerald Medical Applications Ltd, our wholly-owned Israeli subsidiary.

Business Plan

Background

Emerald Medical Applications Corp. f/k/a Zaxis International Inc. was incorporated in Ohio in 1989. On August 25, 1995, the Company merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International Inc. In connection with the Share Exchange Agreement the Company changed its name to Emerald Medical Applications Corp in September 2015.

On December 30, 2014, the Company 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 skin cancer also known as Melanoma.

On March 16, 2015, the Company and Emerald executed theRegistrant entered into a Share Exchange Agreement whichwith Emerald Medical Applications Ltd, a privately held limited liability company organized under the laws of Israel on February 17, 2010 ("Emerald Ltd").

The Share Exchange Agreement provided that subject to certain closing conditions, the holders of Emerald'sEmerald Ltd's capital stock:stock would be issued: (i) be issued a number of shares of Zaxis common stock (the "Shares") equal to 45% of the issued and outstanding common stock, on a fully-diluted basis, excluding Shares to be issued to the Investors upon exercise of warrants issued to the Investors; and (ii) subject to Emerald'sEmerald Ltd's achievement of certain milestones set forth in the Share Exchange Agreement, be issued up to an additional 21% of the Zaxis Shares in three equal tranches of 7% of the issued and outstanding Shares as at immediately following the Closing.

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

Following the Closing, and the Registrant filed a Definitive Information Statement with the SEC on September 10, 2015, implementing its name change from Zaxis International Inc. to Emerald Medical Applications Corp.

Business Plan

Emerald Ltd ("Emerald"), a wholly-owned subsidiary of the Registrant effective July 14, 2015, was organized as a privately-owned company 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 Ltd 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™ combines military-grade surveillance technology, artificial intelligence, crowd-sourced data and a cloud-based mobile platform with a free, intuitive app to facilitate the detection of cancerous moles and skin anomalies with a simple digital camera, typically a tablet or Smartphone (iPhone or Android).

Emerald’sEmerald Ltd’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 smart phones or tablets. These images are then transmitted online and are remotely analyzed by professionals using our DermaCompare software.

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.

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In furtherance of ourEmerald Ltd's business plan, which has resulted in us becomingas an operating company, Emerald hasLtd 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 Ltd entered into an exclusive distribution with Derma Italy Srl., 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 Ltd 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 Ltd entered into a distribution agreement with Medical Edge Pty Ltd, organized under the laws ofAustralia ("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 Ltd 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 Ltd 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 supporting the diagnosis procedure of early stage Melanoma.

5. On February 21 2016, Emerald Ltd entered into an Operating Services and Cooperation Agreement with Terem - Ichilov Emergency Medical Centers Ltd.,one of Israel's largest community- based, emergency healthcare providers with 17 medical facilities throughout Israel. Terem will be implementing use of DermaCompare in July 2016 throughout its system, offering advanced dermatological examinations, diagnosis and treatment led by leading professional dermatologists.

6. On April 14, 2016, Emerald Ltd entered into has entered an exclusive agreement with Laser Brazil Technology (LBT), a leading distributor of dermatologic medical equipment in Brazil. The agreement provides LBT with exclusive distribution rights for the Company's DermaCompare to dermatologists throughout Brazil for a period of three years. In order to maintain the exclusivity, LBT must generate a minimum of $7 million in revenue for the Company.

Reference is made to the disclosure under "Description of Business-Recent Developments" with respect to the recent agreements with Terem/Israel and LBT/Brazil.

DermaCompare™ is the Registrant's FDA approved, HIPPA compliant, cloud-based, artificial, intelligence technology using Total Body Photography (TBP) imaging which is capable of being automatically compared to a patient's previous images to support the physician's diagnosis and detect the presence of Melanoma.

Utilizing capital raised prior to and subsequent to the closing of the Share Exchange Agreement, Emerald Ltd completed the development of a commercial model of its DermaCompare Product and has commenced marketing efforts. Emerald Ltd 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. We believe to generate revenues from our DermaCompare Technology in the first half of fiscal 2016. Emerald Ltd is continuing to work on development of the "next generation" DermaCompare Technology, with enhanced features.

Notwithstanding our belief that our Product represents a significant advance on existing technologies, there are a number of potential difficulties that we might face, including the following:

Ÿ ·We may not be able to raise sufficient additional funds to fully implement our business plan;

Ÿ ·Competitors may develop alternatives that render our DermaCompare software solution redundant or unnecessary;

Ÿ ·We may not obtain and maintain sufficient protection of our intellectual property;

Ÿ ·Our DermaCompare software may be shown to have characteristics that indicate it may be ineffective;

Ÿ ·Our DermaCompare may not be accepted by physicians including dermatologists; and

Ÿ ·Strict government regulations and inappropriate reimbursement policies, especially in emerging economies, may hinder the growth of the dermatology device market.

During the nine-monthsfiscal year ended SeptemberDecember 31, 2015 and through June 30, 2015,2016, we raised $852,071approximately $1.5 million in equity and debt capital and we may be expected to require up to an additional $1.5 millioninmillion in capital during the next 12 months to fully implement our business plan and fund our operations.

Page 5Recent Developments

On July 7, 2016, Emerald's DermaCompare™ skin cancer screening application was awarded first prize over 3,500 other competing tech companies in the Publicis Groupe 90 initiative at the inaugural edition of Viva Technology Paris, France. Upon awarding Emerald the Grand Prix during his closing speech, Maurice Lévy, Chairman & CEO of Publicis Groupe said, "The choice has been relatively easy, because when we went through all the marks and called the judges, you [DermaCompare™] came number one by any measure... It's a competition that you have won formidably... I hope now that you will save lives... congratulations." The Grand Prix award received by Emerald includes financing in the amount of 500,000 Euros or approximately $550,000.

In addition to the Publicis Groupe Award, on April 20, 2016, Emerald was awarded the third prize out of twenty-five other competing tech companies at the inaugural Innovation Competition Of International Talents held in Shenzhen, China. The Competition, which was hosted by the Shenzhen Economic and Trade Office (SETO), the first Special Economic Zone in China and China's largest export city, as well as the center for innovation and entrepreneurship in China, featured 25 technology project finalists, selected from 1500 entries in five preliminary competitions held in Australia, Germany, Israel, Japan and the United States. The DermaCompare™ application and software technology was awarded its placement in the Competition as a result of its 2nd place finish, among 300 leading Israeli entrants in the preliminary event held in March at the renown SOSA Incubator in Tel Aviv.

Summary of Risk Factors

This offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading "Risk Factors" included elsewhere in this prospectusProspectus may cause us not to realize the full benefits of our business plan and strategy or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks include the following:

Ÿ·   Our Auditor has expressed substantial doubt as to our ability to continue as a going concern.

Ÿ·   Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

Ÿ·   Our revenues will be dependent upon acceptance of our Product by the market. The failure of such acceptance will cause us to curtail or cease operations.

Ÿ·   We cannot be certain that we will obtain patents for our technology or that such patents will protect us from competitor.

Ÿ·   The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.
shareholders.

Ÿ·   Our stock is thinly traded, sale of your holding may take a considerable amount of time.

Before you invest in our common stock, you should carefully consider all the information in this prospectus,Prospectus, including matters set forth under the heading "Risk Factors."

Where You Can Find Us

The Company's principal executive office and mailing address is at 7 Imber Street, Petach Tikva, 4951141, Israel and our telephone:telephone number is: +(972) 3-744-4505.

Our Filing Status as a "Smaller Reporting Company"

We are a "smaller reporting company," meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a "smaller reporting company," the disclosure we will be required to provide in our SEC filings are less than it would be if we were not considered a "smaller reporting company." Specifically, "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather than three years. Decreased disclosures in our SEC filings due to our status as a "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.

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The Offering

(1) We are registering 4,464,547 outstanding sharesBased on 19,805,711 Shares of Common Stock and allstock outstanding on July 27, 2016, including the 306,250 Commitment Shares but excluding: (i) 2,060,000 Put Shares issuable pursuant to the Equity Agreement; (ii) 1,350,000 Shares underlying conversion of the 2,500,000 sharesNotes; and 2,700,000 Shares underlying exercise of Common Stock underlying ourthe Class A and Class B Warrants (sometimes referred to collectively as the "Warrants"). Holders of 4,464,547 outstanding shares of Common Stock and the holders of our 2,500,000 Class B Warrants have entered into lock-up agreements with the Company providing that only one-third (1/3) of their Shares may be sold pursuant to this Registration Statement during the six (6) month period from the effective date of this Registration Statement. Thereafter, an additional one-third (1/3) may be sold on and after the initial six (6) month period and the remaining one-third (1/3) may be sold commencing on and after twelve (12) months from the effective date.
(2) Our outstanding Class B Warrants are exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $0.40 per share.Securities Purchase Agreements.

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SUMMARY OF FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with "Management's Discussion and Analysis," "Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The balance sheet and the statement of operations data are derived from our unaudited interim financial statements for the nine-monththree-month period ended September 30, 2015March 31, 2016 and our audited financial statements for the years ended December 31, 2014.2015.

Statement of Operations Data:

Balance Sheet Data:

Special Note Regarding Forward-Looking Statements

The information contained in this Prospectus, including in the documents incorporated by reference into this Prospectus, includes some statements that are not purely historical and that are "forward-looking statements." Such forward-looking statements include, but are not limited to, statements regarding our management’s expectations, hopes, beliefs, intentions and/or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "would" and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

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RISK FACTORS

The shares of our Common Stock being offered for resale by the Selling Shareholders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire amount invested in the Common Stock. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any shares of Common Stocks. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this Prospectus before investing in our Common Stock.

Risks Associated WithRelated to Our BusinessFinancial Position and Capital Requirements

Our Independent Registered Public Accounting Firm has expressed substantial doubt as to our ability to continue as a going concern.

The audited financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We believe that in order to continue as a going concern, including the costs of being a public company, we will need approximately $30,000$35,000 per year simply to cover the administrative, legal and accounting fees. We have funded these losses primarily through the sale of restricted shares of our Common Stock and the issuance of convertible notes, which have subsequently been converted into restricted shares of Common Stock.

Based on our financial statements for the years ended December 31, 20142015 and 2013,2014, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. To date we have not generated any revenue.

Notwithstanding our success in raising $852,071$approximately $1 million from the sale of equity and debt securities during the nine-monthsyear ended September 30,December 31, 2015 and our sale of debt securities in June and July 2016 to Alpha and Firstfire, respectively, in the aggregate principal amount of $500,000, there can be no assurance that we will have adequate capital resources or be able to continue to raise equity and/or debt capital to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our plan of operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

Risks Associated With Our Business

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

Our wholly-owned subsidiary was incorporated under the laws of the State of Israel on February 17, 2010 and its DermaCompare was fully launched at the beginning of 2015 and has only recently commenced marketing DermaCompare. We are therefore in the very early stage of our marketing plan for Derma Compare. There can be no assurance at this time that we will be able to operate profitably or that we will have adequate working capital to meet our obligations as they become due. Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

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DermaCompare may not be accepted in the marketplace.

Uncertainty exists as to whether our DermaCompare product will be accepted by the market without additional widespread doctor acceptance. A number of factors may limit the market acceptance of our DermaCompare product, including the availability of alternative products and the price of our DermaCompare product relative to alternative products. There is a risk that dermatologists or other physicians will be encouraged to continue to use other products and/or methods instead of ours. We are assuming that, notwithstanding the fact that our DermaCompare product is new in the market, dermatologists or other physicians will elect to use DermaCompare because it will permit to safe valuable physician’s time and more subjective analysis. While we intend to continue to build and gather data to demonstrate the benefit of our DermaCompare product, this data gathering may not be conclusive or may be viewed as insufficient by potential users such as dermatologists and other physicians.

Patients have to be persuaded that a certain level of intense self-imaging is justified for the anticipated benefit, but there is no assurance that sufficient numbers of patients will be convinced to enable a successful market to develop for our product.

Our revenues will be dependent upon acceptance of our DermaCompare product by the market. The failure of such acceptance will cause us to curtail or cease operations.

Our revenues are expected to come from the sale of our one DermaCompare product. As a result, we will continue to incur operating losses until such time as sales of our DermaCompare product reaches a mature level and we are able to generate sufficient revenues from the sale of our DermaCompare product to meet our operating expenses. There can be no assurance that dermatologists or other physicians will adopt our DermaCompare product. In the event that we are not able to market and significantly increase the number of dermatologists or other physicians that purchase our DermaCompare product, or if we are unable to charge the necessary prices, our financial condition and results of operations will be materially and adversely affected.

Defects or malfunctions in our product could hurt our reputation, sales and profitability.

Our business and the level of customer acceptance of our DermaCompare product depend upon the effective and reliable operation of our one DermaCompare product. Our DermaCompare product is complex and is continually being modified and improved, and as such may contain undetected defects or errors when first introduced or as new versions are released. To the extent that defects or errors cause our DermaCompare product to malfunction and our customers’ use of our DermaCompare product is interrupted, our reputation could suffer and our potential revenues could decline or be delayed while such defects are remedied. We may also be subject to liability for the defects and malfunctions.

There can be no assurance that, despite our testing, errors will not be found in our DermaCompare product or new releases, resulting in loss of future revenues or delay in market acceptance, diversion of development resources, damage to our reputation, adverse litigation, or increased service and warranty costs, any of which would have a material adverse effect upon our business, operating results and financial condition.

Software failures, breakdowns in the operations of our servers and communications systems or the failure to implement system enhancements could harm our business.

Our success depends on the efficient and uninterrupted operation of our servers and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client data and day-to-dayday-to- day management of our business and could result in the corruption or loss of data. While all of our operations will have disaster recovery plans in place, they might not adequately protect us. Despite any precautions we take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a server failure, we could be required to transfer our client data collection operations to an alternative provider of server hosting services. Such a transfer could result in delays in our ability to deliver our products and services to our clients.

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Additionally, significant delays in the planned delivery of system enhancements, improvements and inadequate performance of the systems once they are completed could damage our reputation and harm our business. Long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving cities in which we have offices, could adversely affect our businesses. Although, we plan to carry property and business interruption insurance for our business operations, our coverage might not be adequate to compensate us for all losses that may occur.

We face risks related to the storage of customers’ and their end users’ confidential and proprietary information.

Our DermaCompare product is designed to maintain the confidentiality and security of our customers’ and their end users’ confidential and proprietary data that are stored on our server systems, which may include sensitive personal data. However, any accidental or willful security breaches or other unauthorized access to these data could expose us to liability for the loss of such information, time-consuming and expensive litigation and other possible liabilities as well as negative publicity. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are difficult to recognize and react to. We may be unable to anticipate these techniques or implement adequate preventative or reactionary measures.measures.

We might incur substantial expense to further develop our derma DermaCompare product that, once commercialized, may never become sufficiently successful.

Our growth strategy requires the successful launch of our DermaCompare product. Although management will take every precaution to ensure that our DermaCompare product will, with a high degree of likelihood, achieve commercial success, there can be no assurance that this will be the case. The causes for failure of our DermaCompare product once commercialized can be numerous, including:

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

In recent years, there have been several changes in laws, rules, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and various other new regulations promulgated by the SEC and rules promulgated by the national securities exchanges.

The Dodd-Frank Act, enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-held companies, including us, to, among other things, provide stockholdersshareholders with a periodic advisory vote on executive compensation and also adds compensation committee reforms and enhanced pay-for-performance disclosures. While some provisions of the Dodd-Frank Act were effective upon enactment, others will be implemented upon the SEC’s adoption of related rules and regulations. The scope and timing of the adoption of such rules and regulations is uncertain and accordingly, the cost of compliance with the Dodd-Frank Act is also uncertain.

In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal control over financial reporting and disclosure of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley Act ("Section 404"), and our independent registered public accounting firm is required to attest to our internal control over financial reporting.

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Our testing, or the subsequent testing by our independent registered public accounting firm may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expenses and expend significant management efforts. We currently have limited internal audit capabilities and will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

These and other new or changed laws, rules, regulations and standards are, or will be, subject to varying interpretations in many cases due to their lack of specificity. As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Further, compliance with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or magnitude of additional costs we may incur as a result.

We cannot be certain that we will obtain patents for our DermaCompare product and technology or that such patents will protect us from competitors.

We believe that our success and competitive position will depend in part on our ability to obtain and maintain patents for our DermaCompare product, which is both costly and time consuming. We still are in the process to evaluate the patent potentials of our DermaCompare product. Patent Offices typically requires 12-24 months or more to process a patent application. There can be no assurance that any of our potential patent applications will be approved. However, we have decided to launch our DermaCompare product without patent protection. There can be no assurance that any potential patent issued or licensed to us will provide us with protection against competitive products, protect us against changes in industry trends which we have may not have anticipated or otherwise protect the commercial viability of our product, or that challenges will not be instituted against the validity or enforceability of any of our future patents or, if instituted, that such challenges will not be successful. The cost of litigation to uphold the validity of a patent and enforce it against infringement can be substantial. Even issued patents may later be modified or revoked by the Patent and Trademark Office or in legal proceedings. Patent applications in the United States are maintained in secrecy until the patent issues and, since publication of patents tends to lag behind actual discoveries, we cannot be certain that if we obtain patents for our product, we were the first creator of the inventions covered by a pending patent applications or the first to file patent applications on such inventions.

DermaCompare product liability is inherent in the medical devices industry and insurance is expensive and difficult to obtain, we may be exposed to large lawsuits.

Our business exposes us to potential product liability risks, which are inherent in the marketing and sale of medical devices. While we will take precautions we deem to be appropriate to avoid product liability suits against us, there can be no assurance that we will be able to avoid significant product liability exposure. DermaCompare product liability insurance for the medical products industry is generally expensive. We plan to obtain product liability professional indemnity insurance coverage for our DermaCompare product. There can be no assurance that we will be able to obtain such coverage on acceptable terms, or that any insurance policy will provide adequate protection against potential claims. A successful product liability claim brought against us may exceed any insurance coverage secured by us and could have a material adverse effect on our results or ability to continue marketing our product.

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We also plan to obtain Directors and Officers Liability Insurance and certain commercial and personal property insurance.

We may have to establish a reserve funds for potential warranty claims. If we experience warranty claims or if our repair and replacement costs associated with warranty claims will increase significantly, it would have a material adverse effect on our financial condition and results of operations.

We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or to do so on acceptable terms could threaten the success of our business.

We currently anticipate that our available capital resources and operating cash flows will be sufficient to meet our expected working capital and capital expenditure requirements for 2015.the nine-month ended September 30, 2016. We anticipate that we will require an additional $1.5 million during the next twelve months to fulfill our business plan. However, such resources may not be sufficient to fund the long-term growth of our business. If we determine that it is necessary to raise additional funds, we may choose to do so through strategic collaborations, licensing arrangements, public or private equity or debt financing, a bank line of credit, or other arrangements.

We cannot be sure that any additional funding if needed, will be available on terms favorable to us or at all. Furthermore, anyAny additional equity or equity-related financing may be dilutive to our stockholders,shareholders, new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock, and debtstock. Debt or equity financing if available, may subject us to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to our product or marketing territories. If we are unable to obtain the financing necessary to support our operations, we may be required to defer, reduce or eliminate certain planned expenditures or significantly curtail our operations.

We will need to increase the size of our organization, and may experience difficulties in managing growth.

At present, we are a small company. We expect to experience a period of expansion in headcount, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate new managers. Our future financial performance and its ability to compete effectively will depend, in part, on its ability to manage any future growth effectively.

The loss of key personnel could adversely affect our business. We may not be able to hire and retain qualified personnel to support our growth.

Emerald’sEmerald Ltd’s success depends to a significant extent upon the efforts of Mr. Lior Wayn, its CEO, and other key senior employees and other key personnel. The loss of the services of such personnel could adversely affect our business and our ability to implement our growth plan. We cannot assure you that the services of the members of our management team will continue to be available to us, or that we will be able to find a suitable replacement for any of them. We do not have key man insurance on any members of our management team. If any member of our management team were to die and we are unable to replace either or both of them for a prolonged period of time, we may be unable to carry out our long term business plan and our future prospect for growth, and our business, may be harmed.

Also, because of the nature of our business, ourOur success is dependent upon our ability to attract, train, manage and retain sales, marketing and other qualified personnel. There is substantial competition for qualified personnel, and an inability to recruit or retain qualified personnel may impact our ability to implement our strategy to grow our business and compete effectively in our industry.business.

We plan to grant stock options or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance and aligning the interests of employees with those of our stockholders.shareholders. As of September 30, 2015,July 27, 2016, we had 3,199,719 Class A Warrants, 2,500,000 Class B Warrants, 5,072,492 Class C Unit Warrants and 2,700,000 Class E Warrants outstanding. There are no other options and/or equity awards outstanding under existing equity compensation agreements or otherwise. The Class B Warrants and Class C Unit Warrants were issued to Consultants for bona fide services to the Company as discussed in more detail under the subheading "Sales of Unregistered Securities" in "Market For Common Equity and Related Stockholder Matters" below.

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If we are unable to adopt, implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees, including qualified technical personnel, and attract additional qualified candidates, our business and results of operations could be adversely affected.

Some of our competitors are more established and better capitalized than we are and we may be unable to establish market share.

Some of our competitors are well known, more established and better capitalized than we are. As such, they may have at their disposal greater marketing strength and economies of scale and, as they may have additional products which they sell to the same customers, have greater presence with these customer. They may also have more resources to expend on research and development to create more innovative products in competition with ours. Competition will also likely increase as or when the cost benefits of the Company’s DermaCompare product are established and proven. Accordingly, we may not be successful in competing with them for market share.

We may license or collaborate with third parties in various potential markets.

We believe collaboration will allow us to leverage our resources and to access new markets while avoiding the cost of establishing or maintaining a direct sales force in each market. We may incur significant costs in the use of third parties to identify and assist in establishing relationships with potential collaborators. We currently have no direct sales force. We plan to sell our DermaCompare product first in the dermatology market in Israel, and we intend to slowly later expand geographically in the US and Europe.

To penetrate our target markets, we may need to enter into collaborative agreements to assist in the commercialization of our DermaCompare product. We may choose to license our DermaCompare product for distribution to a third party as opposed to pursuing commercialization ourselves. Establishing strategic collaborations is difficult and time-consuming. Potential collaborators may reject collaborations based upon their assessment of our financial or intellectual property position and our internal capabilities. Discussions with potential collaborators may not lead to the establishment of collaboration agreements on favorable terms and may have the potential to provide collaborators with access to our key intellectual property. We may have limited control over the amount and timing of resources that any future collaborators devote to our DermaCompare product. These collaborators may breach or terminate their agreements with us or otherwise fail to conduct their collaborative activities successfully and in a timely manner. By entering into collaboration, we may preclude opportunities to collaborate with other third parties who do not wish to associate with our existing third party strategic partners. Moreover, in the event of termination of a collaboration agreement, termination negotiations may result in less favorable terms.

Our future sales in international markets will subject us to foreign currency exchange and other risks and costs which could harm our business.

We expect that a substantial portion of our future revenues will be derived from outside Israel; primarily the US and Europe. We will be subject to the effects of exchange rate fluctuations. Our functional currency is the Israel Shekel. For the preparation of our consolidated financial statements, the financial results are translated into U.S. dollars using average exchange rates during the applicable period. If the U.S. dollar appreciates against the Shekel, as applicable, the revenues we recognize from sales will be adversely impacted. Foreign exchange gains or losses as a result of exchange rate fluctuations in any given period could harm our operating results and negatively impact our revenues. Additionally, if the effective price of our products were to increase as a result of fluctuations in foreign currency exchange rates, demand for our DermaCompare products could decline and adversely affect our results of operations and financial condition.

We intend not to use hedging strategies to help offset the effect of fluctuations in foreign currency exchange rates. Movements in foreign currency exchange rates could impact our financial results positively or negatively in one period and not another, making it more difficult to compare our financial results from period to period.

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The healthcare industry is subject to changing policies and procedures, we may find it difficult to continue to compete in an uncertain environment.

The health care industry is subject to changing political, economic and regulatory influences that may affect the procurement practices and operations of healthcare industry participants. During the past several years government regulation of the healthcare industry has changed significantly in several countries. Healthcare industry participants may react to new policies by curtailing or deferring use of new products, including our DermaCompare product. This could substantially impair our ability to successfully market our DermaCompare product, which would have a material adverse effect on our business prospects.

The market success of our DermaCompare product may be dependent in part upon third-party reimbursement policies that are often subject to change.

Our ability to successfully penetrate the market with our DermaCompare product may, to some extent, depend on the availability of reimbursement to individuals for using our DermaCompare product from third-party payers, such as governmental programs, private insurance and private health plans. There is no guarantee that users of our DermaCompare product get reimbursed or that a change in the future of levels of reimbursement to individuals and hospitals, if any, will be high enough to allow us to charge a reasonable profit margin. If levels of reimbursement are decreased in the future, the demand for our DermaCompare product could diminish or our ability to sell our DermaCompare products on a profitable basis could be adversely affected.

We may not be able to successfully expand our business through acquisitions.

We review corporate and product line acquisition candidates as a part of our growth strategy. If we decided to undertake an acquisition, we may not be able to successfully integrate it in order to realize the full benefit of such acquisition. Factors which may affect our ability to grow successfully through acquisitions include:

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Risks Related to Our Common Stock

In addition to Put Shares issuable uponthat may be in the future issued to Kodiak under the Equity Agreement and the Shares underlying the Notes and Class A and Class B warrants under the Securities Purchase Agreements, the Company currently has outstanding warrants and convertible notes, the exercise and conversion of warrantswhich may substantially increasebe expected to dilute the number of Shares available for sale in the public market and depress the pricevalue of our stock.shares.

As of September 30, 2015,July 27, 2016 and excluding the securities that are being registered hereunder, we had outstanding: (i) Class A Warrants exercisable to purchase 3,199,719 shares of Common Stock at an exercise price of $0.80 per Share for two years; (ii) Class B Warrants exercisable to purchase 2,500,000 Shares at an exercise price of $0.40 per Share on a cashless basis for a period of two years; (iii) Class C Unit Warrants are exercisable to purchase 5,072,492 units at an exercise price of $0.40, each unit consisting of one share of Common Stock and one Class A Warrant at an exercise price of $0.80, for a period of ninety (90) days commencing ninety (90) days after theJanuary 21, 2016 effective date byof the SECseparate registration statement filed for the benefit of this Registration Statement;other selling shareholders for a total of 6,791,047 Shares; and (ii)(iii) Class E Warrants exercisable to purchase 2,700,000 Shares, in three equal tranches of 900,000 Shares, at an exercise price of $0.0001 per Share.

WePursuant to this Registrations Statement, of which this Prospectus is a part, we are registering 4,464,547 outstanding sharesa total of 6,266,250 Shares of Common Stock and allincluding up to: (i) 2,060,000 Put Shares; (ii) 1,350,000 Shares underlying conversion of the 2,500,000 sharesNotes; (iii) 2,700,000 Shares underlying exercise of Common Stock underlying ourthe Class B Warrants. The holders of our 4,464,547 outstanding shares of Common StockA and the holders of our 2,500,000 Class B Warrants have entered into lock-up agreements withand 306,250 Commitment Shares issued to the Company providing that only one-third (1/3) of their Shares underlying their Class B Warrants may be sold pursuant to this Registration Statement during the six (6) month period from the effective date of this Registration Statement. Thereafter, an additional one-third (1/3) may be sold on and after the initial six (6) month period and the remaining one-third (1/3) may be sold commencing on and after twelve (12) months from the effective date.

Selling Shareholders. To the extent any of these Warrantsthe currently outstanding warrants are exercised and any additional warrants and/or new options are granted and subsequently exercised, there will be further dilution to stockholders.shareholders. Until the warrants expire, these warrant holders will have an opportunity to profit from any increase in the market price of our Shares without assuming the risks of ownership. Holders of options andoutstanding warrants may exercise these securities at a time when we could obtain additional capital on terms more favorable.

The exercise price of the warrants will dilute the voting interest of the owners of presently outstanding shares by adding a substantial number of additional Shares of our Common Stock. We have reserved Shares of Common Stock for issuance upon the exercise of the warrants and may increase the Shares reserved for these purposes in the future.

The Shares of our Common Stock which are issuable upon the exercise of any outstanding warrants may be sold in the public market pursuant to Rule 144, if applicable. The sale of our common stock issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our common stock.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

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Our Executive Officers, Directors and the Chief Executive Officer of Emeraldand Directors own over 39%approximately 35% of our common stock and may be able to influence the outcome of stockholdershareholder votes and their interests may differ from other stockholders.shareholders.

As of September 30, 2015,July 27, 2016, our chief executive officersofficer and directors beneficially own 5,847,1707,061,329 Shares of our Common Stock representing approximately 39%36% of our outstanding Shares, excluding Shares underlying the Class E Warrants, the exercise of which are subject to certain Milestones which are not expected to be reached within 60 days. Subject to any fiduciary duties owed to our other stockholdersshareholders under Delaware law, these stockholdersshareholders may be able to exercise significant influence over matters requiring stockholdershareholder approval, including the election of directors and approval of significant corporate transactions, and will have some control over our management and policies. Some of these persons may have interests that are different from yours. For example, these stockholdersshareholders may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price of our stock. In addition, these stockholdersshareholders could use their voting influence to maintain our existing management and directors in office, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to stockholdershareholder approval, such as amendments to our employee stock plans and approvals of significant financing transactions.

The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.shareholders.

We are authorized to issue 490,000,000 shares of Common Stock, $0.0001 par value per share, of which, as of September 30, 2015, 14,807,805 sharesJuly 27, 2016, 19,805,711 Shares of Common Stock were issued and outstanding. Additional sharesShares may be issued by our board of directors without further stockholdershareholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders.shareholders. In addition, issuances of large numbers of shares may adversely affect the market price of our Common Stock.

Our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, $0.0001 par value per share of which none were issued and outstanding as of the date of this registration statement. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders.

We have never paid cash dividends and do not anticipate doing so in the foreseeable future.

We have never declared or paid cash dividends on our common shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

Our Common Stock is subject to the "Penny Stock" rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

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In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Financial Industry Regulatory Authority, Inc. ("FINRA") sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our stock is thinly traded, sale of your holding may take a considerable amount of time.

The shares of our Common Stock are thinly-traded on the OTCQB Market, meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholdersshareholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholdersshareholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.

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If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards.

We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

Our share price could be volatile and our trading volume may fluctuate substantially.

The price of our common shares has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.44 to a high of $2.24 since 2012. Many factors could have a significant impact on the future price of our common shares, including:

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Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our common stock price.

Our annual and quarterly operating results may in the future fluctuate significantly depending on factors including the timing of purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirements and economic conditions. Revenues related to our product are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognition of revenues from our product is dependent on a number of factors, including, but not limited to, the terms of any license agreement and the timing of implementation of our products by our customers.

Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

Delaware law contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace or remove current management and reduce the market price of our stock.

Provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholdersshareholders may consider favorable. For example, our certificate of incorporation authorizes our board of directors to issue up to ten million shares of "blank check" preferred stock. As a result, without further stockholdershareholder approval, the board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholdersshareholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the DGCL. Under these provisions, if anyone becomes an "interested stockholder,shareholder," we may not enter into a "business combination" with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of us. An "interested stockholder"shareholder" is, generally, a stockholdershareholder who owns 15% or more of our outstanding voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL.

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USE OF PROCEEDS

We

Other than the proceeds to the Company on the issuance and sale of Put Shares to Kodiak and from the exercise by Selling Shareholders of Class A and Class B Warrants, we will not receive any proceeds from the sale of Common Stock by the Selling Shareholders. All of the net proceeds from the sale of our Common Stock will go to the Selling Shareholders as described below in the sections entitled "Selling Security Holders" and "Plan of Distribution." We have agreed to bear the expenses relating to the registration of the Common Stock for the Selling Shareholders.Shareholders, which expenses are estimated to be approximately $35,000.

This Prospectus relates to Put Shares that may be offered and sold from time to time by Kodiak. We will not receive any proceeds upon the sale of Shares by Kodiak in this offering. However, we may receive gross proceeds of up to $1,000,000 under the Equity Agreement, assuming that we sell the full amount of 2,060,000 Put Shares that we have the right, but not the obligation, to sell to Kodiak thereunder. This Prospectus also relates to Shares underlying the conversion of the Notes. We currently expect to use the net proceeds of approximately $500,000 from the sale of the Notes, and $1,984,500 assuming the exercise of the Warrants and $550,000 from the Publicis Groupe Grand Prix Award. See “Plan of Distribution” elsewhere in this Prospectus for more information. We will have broad discretion in determining how we will allocate the proceeds from the sale of any Put Shares to Kodiak and from the exercise of the Class A and Class B Warrants. However, we are not obligated to sell any Put Shares to Kodiak nor is there any assurance that either Alpha, Chi Squared and/or Firstfire will exercise any of the Class A and/or Class B Warrants.

Even if we sell a majority of the Put Shares to Kodiak pursuant to the Equity Agreement and a majority of the Class A and Class B Warrants are exercised, of which there can be no assurance, we still may need to obtain additional financing in the future in order to fund our current and future planned operations. We may seek additional capital in the private and/or public equity markets. We are evaluating additional equity financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that we can consummate such a transaction, or consummate a transaction at favorable pricing.

DETERMINATION OF OFFERING PRICE

The Selling Shareholders may sell their shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices. We will not receive any proceeds from the sale of Common Stock by the Selling Shareholders.

DILUTION

The Common Stock to be sold by the Selling Shareholders as provided in the "Selling Security Holders" section is Common Stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

SELLING SECURITY HOLDERSSHAREHOLDERS

The following table sets forth the namesthe: (i) Shares beneficially owned, as of July 27, 2016, by the Selling Security Holders,Shareholders prior to the offering contemplated by this Prospectus; (ii) the number of sharesShares the Selling Shareholders are offering by this Prospectus, including the Put Shares, Commitment Shares and Shares underlying the Conversion of Common Stock beneficially ownedthe Notes and exercise of the Warrants; and (iii) the number of Shares it would own beneficially if all such offered Shares are sold.

Beneficial ownership is determined in accordance with rules of attribution as promulgated by the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares underlying Warrants held by eachvoting power, which includes the power to vote or direct the voting of the Selling Security Holders assecurity, or investment power, which includes the power to vote or direct the voting of the datesecurity. The person is also deemed to be a beneficial owner of our Registration Statement,any security of which this Prospectus isthat person has a part, and the number of shares of Common Stock being offered by the Selling Security Holders, including shares of Common Stock underlying respective Warrants. The shares being offered hereby are being registeredright to permit public secondary trading, and the Selling Security Holdersacquire beneficial ownership within 60 days. Under SEC rules, more than one person may offer all or partbe deemed to be a beneficial owner of the shares for resale from timesame securities, and a person may be deemed to time, subjectbe a beneficial owner of securities as to the lock-up agreements between the Company and the holders of 4,464,547 outstanding shares of Common Stock and 2,500,000 shares of Common Stock underlying our Class B Warrants. However, the Selling Security Holders are under no obligation to sell allwhich he or she may not have any portion of such shares nor are the Selling Security Holders obligated to sell any shares immediately upon effectiveness of this Prospectus. All information with respect to share ownershippecuniary beneficial interest. Except as noted below, each person has been furnished by the Selling Security Holders.

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				Common Stock
		Common Stock	Class B Warrants	and shares underlying
		Beneficially Owned	Beneficially Owned	Class B Warrants	Common Stock
Name	First Name	Prior to Offering	Prior to Offering	to Be Offered	Owned After Offering
Shiffer	Shira Brand	140,000	0	140,000	0
Hakmon	Avigdor	62,500	0	62,500	0
Weiner	Ben-Zion	125,000	0	125,000	0
Khim	Dr. Tan Siak	250,000	0	250,000	0
Sidi	Liat	25,000	0	25,000	0
Prop Trade Ltd.	(1)	375,000	0	375,000	0
Short Trade Ltd.	(2)	625,000	0	625,000	0
RP Holdings (1992) Ltd.	(3)	125,000	0	125,000	0
Aharonson	Tzvi	274,903	0	274,903	0
Universal Link Ltd.	(4)	175,000	0	175,000	0
Yogev	Yoel	200,000	0	200,000	0
Giloz-Ran, Director	Dr. Estery	312,500	0	312,500	0
Maimon	Malca	87,500	0	87,500	0
Cohen	Ohad	150,000	0	150,000	0
Simhon	Nissim	50,000	0	50,000	0
Carmel	Liron	61,003	0	61,003	0
SASN Ideas Ltd.	(5)	173,500	0	173,500	0
Yaad Consulting Ltd.	(6)	1,031,250	625,000 Class B	625,000 Class B	1,031,250 shares
LA Pure Capital Ltd.	(7)	1,031,250	375,000 Class B	375,000 Class B	1,031,250 shares
Amir Uziel Economic Consultant Ltd.	(8)	618,750	625,000 Class B	625,000 Class B	618,750 shares
Capitalink Ltd.	(9)	1,031,250	625,000 Class B	625,000 Class B	1,031,250 shares
Yoresh	Eliyahu (10)	412,500	250,000 Class B	250,000 Class B	412,500 shares
Pasternak	Shmuel	62,500	0	62,500	0
Gilboa, former CFO	Oded	125,000	0	125,000	0
Masasa	David	27,463	0	27,463	0
Cohen	Yosef	48,850	0	48,850	0
NE Solutions Ltd.	(11)	336,000	0	336,000	0
Meyda Consulting Ltd.	(12)	517,900	0	517,900	0
German	James	5,428	0	5,428	0
Securities Compliance Corp.	(13)	50,000	0	50,000	0
Heiden	Ivo	79,500	0	79,500	0
Total		8,589,547	2,500,000	6,964,547

(1) Prop Trade Ltd. Mr. Andrew Philip Dings, a resident of Singapore, exercises the sole voting and dispositive powers with respect to the shares offered.
(2) Short Trade Ltd. Mr. Shlomo Noyman, a residentinvestment power.

The percentages below are calculated based on 19,805,711 Shares of Israel, exercises the sole voting and dispositive powers with respect to the shares offered.
(3) R. P. Holdings (1992) Ltd. Mr. Rubin Zimerman, a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered.
(4) Universal Link Ltd. Mr. Ahmad Alimi, a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered.
(5) SASN Ideas Ltd. Mr. Shalom Amsalem , a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered.
(6) Yaad Consulting Ltd. Mr. Itschak Shrem, a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered. The shares ofour Common Stock are directly owned by Mr. Shremissued and areoutstanding as of July 21, 2016. Other than the Commitment Shares described in this Prospectus under “Description of Securities to be Registered” and "Description of Equity Purchase Agreement and Securities Purchase Agreements,"the Selling Shareholders do not subject to this registration statement.
(7) LA Pure Capital. Mr. Kfir Silberman, a residenthold any Shares of Israel, exercises the sole voting and dispositive powers with respect to the shares offered. The shares ofour Common Stock are directly owned by Mr. Silberman and are not subject to this registration statement.
(8) Amir Uziel Economic Consultant Ltd. Mr. Amir Uziel, a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered. The shares of Common Stock are directly owned by Mr. Uziel and are not subject to this registration statement.
(9) Capitalink Ltd. Mr. Lavi Krasney, a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered. The shares of Common Stock are directly owned by Mr. Krasney and are not subject to this registration statement.
(10) The shares of Common Stock directly owned by Mr. Yoresh are not subject to this registration statement.
(11) Meyda Consulting Ltd. Mr. Eliyahu Kirstein, a resident of Israel, exercises the sole voting and dispositive powers with respect to the shares offered.
(12) NE Solutions Ltd. Mr. Lee Tang Yong, a resident of Singapore, exercises the sole voting and dispositive powers with respect to the shares offered.
(13) Securities Compliance Corp. Mr. Richard Rubin, exercises the sole voting and dispositive powers with respect to the shares offered.Stock.

None of the selling shareholdersSelling Shareholders has any material relationship with the Company or its subsidiary nor are any of the Company's affiliates such as officers, directors and significant shareholders, other than Amir Uziel, Itschak Shrem and Lavi Krasney who are 5% shareholders. Our former CFO, Oded Gilboa, and Dr. Estery Giloz-Ran, director, are also selling shareholders. None of the other Selling Security HoldersShareholders or their beneficial owners are officers or directors of the Company or its wholly-owned Israeli subsidiary, Emerald.Emerald Medical Applications Ltd nor have they:

- has

-

had a material relationship with us other than as a shareholder at any time within the past three years; or

-

ever been one of our officers or directors or an officer or director of our predecessors or affiliates;

-

are broker-dealers or affiliated with broker-dealers.

The Selling Shareholders shall not have the right to: (i) purchase the Put Shares, in the case of Kodiak; or (ii) convert the Notes or exercise the Warrants, in the case of Alpha, Chi Squared or Firstfire, to the extent that after giving effect to the purchase of the Put Shares or the conversion of the Note and/or exercise of the Warrants, such Selling Shareholder (together with the their affiliates, and any persons acting as a shareholder atgroup together with the Selling Shareholder or any time within the past three years;of their affiliates) would beneficially own a number of Shares of Common Stock which would exceed 4.99%, or
- has ever been one with 61 day’s notice, 9.99% of our officersthen outstanding Common Stock following such purchase, conversion or directors or an officer or directorexercise. See "Plan of our predecessors or affiliates;
- are broker-dealers or affiliated with broker-dealers.Distribution" below.

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PLAN OF DISTRIBUTION

This

We are registering a total of 6,266,250 Shares of Common Stock in this Prospectus, relatesincluding: (i) 2,060,000 Put Shares in connection with the Equity Agreement with Kodiak; and (ii) 4,050,000 Shares in connection with the separate Securities Purchase Agreements with Alpha and Firstfire, including Shares issued upon conversion of the Notes and upon exercise of the Warrants, as well as 306,250 Commitment Shares, in order to permit the resale of up to 6,964,547 shares of our Common Stock, including shares of Common Stock underlying our Class B Warrantsthese Shares by the Selling Security Holders. The holders of 4,464,547 outstanding shares of Common Stock and holders of our 2,500,000 Class B Warrants are subjectShareholders from time to lock-up agreements providing that only one-third (1/3) of their Shares underlying their Class B Warrants may be sold pursuant to this Registration Statement during the six (6) month period fromtime after the effective date of this Registration Statement. Thereafter, an additional one-third (1/3) may be sold on and afterWe will not receive any of the initial six (6) month period and the remaining one-third (1/3) may be sold commencing on and after twelve (12) monthsproceeds from the effective date.sale by the Selling Shareholders of the Shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the Shares of Common Stock.

The Selling Shareholders may sell all or a portion of the Shares of Common Stock beneficially owned by them and any of its pledgees, donees, assignees and other successors-in-interest may,offered hereby from time to time sell anydirectly or all of their sharesthrough one or more underwriters, broker-dealers or agents. If the Shares of Common Stock on anyare sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The Shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or trading facility on which the shares are traded or in private transactions.at negotiated prices. These sales may be at fixedeffected in transactions, which may involve crosses or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares:block transactions,

The

If the Selling Shareholders shall have the sole and absolute discretion noteffect such transactions by selling Shares of Common Stock to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The Selling Shareholders may also sell the shares directly to market makers acting as principals and/through underwriters, broker- dealers or agents, such underwriters, broker-dealers acting asor agents for themselves or their customers. Such broker-dealers may receive compensationcommissions in the form of discounts, concessions or commissions from the Selling Shareholders and/or thecommissions from purchasers of sharesthe Shares of Common Stock for whom such broker-dealersthey may act as agentsagent or to whom they may sell as principal (which discounts, concessions or both, which compensationcommissions as to a particular broker-dealer mightunderwriters, broker- dealers or agents may be in excess of those customary commissions. Market makers and block purchasers purchasingin the shares will do so for their own account and at their own risk. It is possible thattypes of transactions involved). In connection with sales of the Shares of Common Stock or otherwise, the Selling Shareholders will attempt to sell sharesmay enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Shares of Common Stock in block transactionsthe course of hedging in positions they assume. The Selling Shareholders may also sell Shares of Common Stock short and deliver Shares of Common Stock covered by this Prospectus to market makersclose out short positions and to return borrowed shares in connection with such short sales. The Selling Shareholders may also loan or pledge Shares of Common Stock to broker-dealers that in turn may sell such shares.

The Selling Shareholders may pledge or grant a security interest in some or all of the Shares of Common Stock or warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares of Common Stock from time to time pursuant to this Prospectus or any amendment to this Prospectus under Rule 424(b)(3) or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or anyapplicable provision of the shares offeredSecurities Act of 1933, as amended, amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this ProspectusProspectus. The Selling Shareholders also may transfer and donate the Shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be issued to, or sold by, the Selling Shareholders. selling beneficial owners for purposes of this Prospectus.

The Selling Shareholders and any broker-dealers or agents, upon completingbroker-dealer participating in the sale of anydistribution of the shares offered in this Prospectus,Shares of Common Stock may be deemed to be "underwriters" as that term is defined underwithin the Act,meaning of the ExchangeSecurities Act, and the rules and regulations ofany commission paid, or any discounts or concessions allowed to, any such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by thembroker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.

Page 23

The Selling Shareholders, alternatively, may sell all or any part At the time a particular offering of the shares offered in thisShares of Common Stock is made, a Prospectus through an underwriter. The Selling Shareholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreementsupplement, if required, will be entered into.

We knowdistributed which will set forth the aggregate amount of no existing arrangements betweenShares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Shareholders and any other stockholder, broker, dealerdiscounts, commissions or agent relatingconcessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the Shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling shareholder will sell any or all of the Shares of Common Stock registered pursuant to the sale or distributionregistration statement, of the shares. We will not receive any proceeds from the sale of the shares of the Selling Shareholders pursuant towhich this Prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $30,000.Prospectus forms a part.

A Selling Shareholder may pledge his/her/its shares to their respective brokers under the margin provisions of customer agreements. If a Selling Shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares of Common Stock.

The Selling Shareholders and any other personsperson participating in the sale orsuch distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such act,thereunder, including, without limitation, Regulation M. These provisionsM of the Exchange Act, which may restrict certain activities of, and limit the timing of purchases and sales of any of the sharesShares of Common Stock by the Selling Shareholders orand any other suchparticipating person. The Selling Shareholders is not permittedRegulation M may also restrict the ability of any person engaged in the distribution of the Shares of Common Stock to engage in short sales of Common Stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain othermarket-making activities with respect to such securities for a specified periodthe Shares of time prior to the commencement of such distributions, subject to specified exceptions or exemptions.Common Stock. All of these limitationsthe foregoing may affect the marketability of the shares.Shares of Common Stock and the ability of any person or entity to engage in market- making activities with respect to the Shares of Common Stock.

We will pay all expenses of the registration of the Shares of Common Stock pursuant to the Registration Rights Agreements with the Selling Shareholders, estimated to be $35,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a Selling Shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Shareholder specifically for use in this Prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this Prospectus forms a part, the Shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We are authorized to issue an aggregate number of 500,000,000 shares of capital stock, $0.0001 par value per share, consisting of 10,000,000 shares of Preferred Stock and 490,000,000 shares of Common Stock.

Preferred Stock

We are authorized to issue 10,000,000 shares of CommonPreferred Stock, $0.0001 par value per share. As of September 30, 2015,July 27, 2016, no preferred shares issued and outstanding. The Board of Directors has the authority to establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock.

Common Stock

We are authorized to issue 490,000,000 shares of Common Stock, $0.0001 par value per share. As of September 30, 2015,July 27, 2016, we had 14,807,80519,805,711 shares of Common Stock issued and outstanding.

Each share of Common Stock shall have one (1) vote per share for all purpose. Our Common Stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are not entitled to cumulative voting for election of Board of Directors.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Page 24

Outstanding Warrants

The following table summarizestables summarize information of outstanding warrants as of September 30, 2015:July 27, 2016:

Warrants Outstanding Prior to the Securities Purchase Agreements

(1) The Class A Warrants were issued in connection with a private placement in reliance upon Regulation S, pursuant to which the Registrant sold a total of 3,199,719 units at a price of $0.40 per unit (the "Units"), each Unit comprised of one Share and one Class A Warrant exercisable at $0.80 per share with a term 24 months. While all of the Class A Warrants are exercisable within 60 days, in fact, none of these warrants will be exercised for the foreseeable future, based upon the exercise price of $0.80 per Share.

(2) The Class B Warrants were issued to consultants for bona fide services to the Company and are exercise, on a cashless basis at a price of $0.40 per Share for a period of two years.
(3) The Class C Unit Warrants were issued to consultants for bona fide services to the Company, and each Unit is exercisable at a price of $0.40 to purchase one Share of Common Stock and one Class A Warrant which, in turn, is exercisable to purchase one additional Share at a price of $0.80. The Class C Unit Warrants expire ninety (90) days after the effective date of this Registration Statement.
(4)

(3) The Class E Warrants were issued by the Registrant to Lior Wayn in connection with the Closing of the Share Exchange Agreement. The Class E Warrants are exercisable to purchase a total of 2,700,000 Shares, in three equal tranches of 900,000 Shares each (the "Tranches") at an exercise price of $0.0001 per Share, subject to and within 45 days of the Registrant achieving the milestones defined in the table below (the "Milestones").

(4) The Additional Class A Warrants and Class B Warrants were issued to the Selling Shareholders in connection with the Securities Purchase Agreements dated June 20, 2016 and July 7, 2016, respectively.

Warrants Issued Pursuant to the Securities Purchase Agreements

(1) The Class A and the Class B warrants are exercisable at the lesser of: (i) $0.735; or (ii) 77.5% of the average of the VWAPs for the five (5) Trading Days immediately following the first to occur of (A) the 185th calendar day after the first effective date of the Registration Statement and (B) the 275th calendar day after the Issuance Date, whichever is lower, subject to adjustment in the event of certain corporate actions.

Options

There are no outstanding options to purchase our sharesShares of common stock granted.Common Stock.

Transfer Agent and Registrar

The transfer agent of our Common Stock is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, Phone: (503) 227-2950.
227- 2950.

Page 25

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or Offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Thomas J. Craft, Jr., Esq., 5420 North Ocean Drive, Suite 2102, Singer Island,P.O. Box 4143, Tequesta FL 33404,33469, will pass on the validity of the Common Stock being offered pursuant to this Registration Statement.

The unaudited interim financial statements as of September 30, 2015March 31, 2016 and the audited financial statements for the years ended December 31, 20142015 and 20132014 included in this Prospectus and the Registration Statement have been audited by M&K CPAS, PLLC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We filed this Registration Statement on Form S-1/AS-1 with the SEC under the Act with respect to the Common Stock offered by Selling Shareholders in this Prospectus. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed therewith. For further information with respect to us and our Common Stock, please see the Registration Statement and the exhibits and schedules filed with the Registration Statement. Statements contained in this Prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the Registration Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement. The Registration Statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the Registration Statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site iswww.sec.gov.

Page 26

DESCRIPTION OF BUSINESS

Overview

Recent Developments

On July 7, 2016, Emerald's DermaCompare™ skin cancer screening application was awarded first prize over 3,500 other competing tech companies in the Publicis Groupe 90 initiative at the inaugural edition of Viva Technology Paris, France. Upon awarding Emerald the Grand Prix during his closing speech, Maurice Lévy, Chairman & CEO of Publicis Groupe said, "The choice has been relatively easy, because when we went through all the marks and called the judges, you [DermaCompare™] came number one by any measure... It's a competition that you have won formidably... I hope now that you will save lives... congratulations." The Grand Prix award received by Emerald includes financing in the amount of 500,000 Euros or approximately $550,000.

In addition to the Publicis Groupe Award, on April 20, 2016, Emerald was awarded the third prize out of twenty-five other competing tech companies at the inaugural Innovation Competition Of International Talents held in Shenzhen, China. The Competition, which was hosted by the Shenzhen Economic and Trade Office (SETO), the first Special Economic Zone in China and China's largest export city, as well as the center for innovation and entrepreneurship in China, featured 25 technology project finalists, selected from 1500 entries in five preliminary competitions held in Australia, Germany, Israel, Japan and the United States. The DermaCompare™ application and software technology was awarded its third place award in the Competition after it was awarded 2nd place, among 300 leading Israeli entrants in the regional Israeli competition.

Terem Agreement

On February 21, 2016, the Registrant announced the entry into a cooperation agreement with Terem, one of Israel's largest community- based, emergency healthcare providers with 17 medical facilities, serving over 700,000 patients throughout Israel.

Starting in July 2016, the Registrant began to offer its DermaCompare™ technology at each of Terem's clinics throughout Israel. offering advanced dermatological examinations, diagnosis and treatment led by a leading professional Dermatologists.

DermaCompare™ is the Registrant's FDA approved, HIPPA compliant, cloud-based, artificial, intelligence technology using Total Body Photography imaging which is capable of being automatically compared to a patient's previous images to support the physician's diagnosis and detect the presence of Melanoma in its earliest stages.

Brazil Agreement

On April 14, 2016, the Registrant announced that DermaCompare was selected as the Israeli technology "most likely to succeed in Brazil" by the Israel - Brazil Chamber of Commerce and further announced that it had entered an exclusive agreement with Laser Brazil Technology (LBT), a leading distributor of dermatologic medical equipment in Brazil. The agreement provides LBT with exclusive distribution rights for the Company's DermaCompare to dermatologists throughout Brazil for a period of three years. In order to maintain the exclusivity, LBT must generate a minimum of $7 million in revenue for the Company.

Overview

Our wholly-owned subsidiary, Emerald Medical Applications Ltd., was organized as a privately-owned company under the laws of the State of Israel on February 17, 2010. Emerald Ltd 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 Ltd 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’sEmerald Ltd’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 smart phones or tablets. These images are then transmitted online and are remotely analyzed by professionals using our DermaCompare software.

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 Ltd has 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 Ltd entered into an exclusivea distribution arrangement 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 Ltd 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 Ltd 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 Ltd 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 Ltd 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 further development of enhanced smartphone applications forutilized by physician's in supporting their diagnosis of early stage Melanoma.

Utilizing capital raised prior to and subsequent to the closing of the Share Exchange Agreement, Emerald Ltd completed the development of a commercial model of its DermaCompare Product and has commenced marketing efforts. Emerald Ltd 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. We believe to generate revenues from our DermaCompare Technology during the first half of fiscal 2016. Emerald Ltd is continuing to work on development of the "next generation" DermaCompare Technology, with enhanced features.

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Notwithstanding our belief that DermaCompare represents a significant advance on existing technologies, there are a number of potential difficulties that we might face, including the following:

During the nine-monthstwelve months ended September 30,December 31, 2015, we raised $852,071$989,974 in equity and debt capital and we may be expected to require up to an additional $1.5 millioninmillion in capital during the next 12 months to fully implement our business plan and fund our operations.

Overview of Melanoma

Melanoma is a type of skin cancer which forms from melanocytes (pigment-containing cells in the skin), is very aggressive cancer and, at present, there is no cure for Melanoma.

In women, the most common location is the legs. Melanomas in men are most commonly located on the back. It is particularly common among Caucasians, especially northern Europeans and northwestern Europeans, as well as those living in sunny climates. Melanoma rates are higher in Oceania, North America, Europe, Southern Africa, and Latin America. This geographic pattern reflects the primary cause of Melanoma, ultraviolet light (UV) exposure in conjunction with the amount of skin pigmentation in the population. Melanocytes produce the dark pigment, melanin, which is responsible for the color of skin. These cells predominantly occur in skin, but are also found in other parts of the body, including the bowel and the eye. Melanoma can originate in any part of the body that contains melanocytes.

The treatment includes surgical removal of the tumor. If Melanoma is detected early, while it is still relatively small and thin in depth, and provided that it is timely removed or otherwise treated, the cure rates are very high. The likelihood that the Melanoma will reoccur or spread depends on how deeply it has penetrated into the layers of the skin. For Melanomas that come back or spread, treatments include chemo- and immunotherapy and/or radiation therapy. According to National Cancer Institute statistics, the survival rates in the US after five years are is on average 91%.

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While Melanoma is less common than other types of skin cancer, it is far more serious if it is not detected in its early stages. Melanoma causes the vast majority of deaths related to skin cancer. Globally, in 2012, that most recent year for which statistics have been reported, Melanoma occurred in 232,000 people and resulted in 55,000 deaths according to the World Cancer Report 2014 of the World Health Organization ("WHO").

It is estimated that 420 million people across the globe are at high risk of Melanoma (See RED in Image).

The Dermatology Device Market

Various devices are used by dermatologists and surgeons to diagnose skin disorders and accurately determine the types of conditions and the treatments required. At present, the dermatology devices market consists of two segments:(i) diagnostic devices market; and (ii) treatment devices market. Our Product is part of the diagnostic device market aimed at increasingto be an intelligent decision support system (IDSS) designed to increase the speed and accuracy of skin disorder diagnosis at an early stage.

The respected research firm, "MarketsandMarkets.com," has forecast that the global market for dermatology devices to grow from $6.6 billion in 2014 to $11.3 billion by 2019 and the market in North America, a primary market that we hope to compete in, is expected to reach approximately $5.2 billion by 2019. The key factors expected to drive the forecasted growth are: (i) a rise in skin disorder incidence; (ii) an increase in awareness of available aesthetic procedures; (iii) advances in technology and rising prices; and (iv) the recognition by the population of the harmful effects of to exposure to the sun on skin. All of the forgoing are major contributing factors towards the increasing number of people that become more skin and health conscious.

The global dermatology devices market includes two distinct segments:

Based on the 2014 MarketsandMarkets.com report, imaging techniques accounted for the largest share of the diagnostic devices segment. Skin cancer diagnosis technologies represents the largest share of the device applications market.

The global dermatology devices market is expected to grow faster due to the increasing number of people suffering from skin-related disorders and the number of people opting for less invasive cosmetic surgeries. These are important factors contributing to the increasing demand of dermatology devices, which, in turn, is expected to contribute to demand for our DermaCompare software solution.

Dermatology devices and respective applications are rapidly gaining popularity not only due to their major role in aesthetic but also the rising numbers of skin disorders such as vascular and pigmented lesions, skin cancer, acne problems and others conditions that vary in different regions of the world.

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Geographically, we plan to cover four major regions including North America, Europe, Australia and the increasing market in major Asian countries including China, India and Japan, among others. Rising occurrence of skin related ailments along with technological advancements and higher healthcare expenditures have resulted in North America being the largest market for dermatology devices. This trend is expected to continue. In Australia, Melanoma is the fourth most common cancer with 1 in 14 males and 1 in 23 females expected to develop melanomas during their life time. Its incidence has been increasing by approximately 16% in males and approximately 24% in females over the next decade, according to a report by National Health and Medical Research Council (NHMRC) and New Zealand Guidelines Group (NZGG). The Asian-Pacific market is anticipated to be most profitable due to highly untapped opportunities, rising public and physician awareness and improvement in healthcare infrastructure. Skin disorders such as acne, Melasma, dermatitis, skin warts, lesions and moles, especially in China and India, are projected to drive the Asian market.

Our Market Opportunity

The challenge for dermatologists is the detection of skin cancer in its early stages, which is crucial for patient survival. Approximately 60% of melanomas occur as a result of a new mole, while the remaining 40% are the result of a mole that has changed. Since the human body dynamically changes over time, dermatologists are still using manual techniques, which are time-consuming and, as a result, costly, often inaccurate and not readily available for population-wide screening. The most recent innovation in the skin cancer detection field is Total Body Photography ("TBP"), typically a set of 25 photos that cover the entire skin surface of the patient, and was adopted by dermatologists approximately fifteen years ago. At present, dermatologists recommend doing TBP on a yearly basis, comparing the photographs and detecting the key differences.

We believe that the most significant research in skin cancer detection over the last decade has been conducted principally in the state of Schleswig-Holstein, Germany. This has involved the use of manually taken TBP which, from an efficacy study performed for the early detection of skin cancer, found a 30% increase in the early discovery of skin cancer, resulting in approximately 90% of melanomas being diagnosed at an early stage and with mortality rates decreasing by approximately 50% of that expected five years after the study. As a result of the study, since 2008, the country has mandated a nationwide statutory plan for a bi-annual early screening of skin cancer for citizens aged 35.

Based on our estimates, there are approximately 420 million people, representing 7% of the total world population, that can be defined as within the Melanoma high risk group; the majority of which are living in the Western hemisphere. Melanoma patients are more likely to be found in countries with warm and sunny weather. The disease is, however, also prevalent in other regions such as China, India and elsewhere in the Far-East.

It is estimated that approximately 250,000 new cases of Melanoma are diagnosed worldwide each year. Based upon studies conducted by the National Institutes of Health ("NIH") and the Skin Cancer Foundation, an estimated 74,000 new cases of invasive Melanoma will be diagnosed in the US in 2015 with detection more frequently in male Caucasians. At present, Melanoma is the sixth leading cause of cancer mortality in men and the seventh leading cause of cancer fatalities in women. Based on these data, we believe that skin lesion imaging is expected to continue to be a growing market. We believe that current market potential is over $1 billion, although there can be no assurance that we will be able to commercially exploit this large and growing demand.

At present, the most conventional and widely-used visualization method is a standard photograph followed by manual image analysis and then comparing these images with previously taken photographic images to reach a diagnosis. This traditional method has several disadvantages, including the fact that only the outermost layer of skin is imaged and subjected to diagnosis, the visual comparison process is time-consuming, expensive, and often inaccurate because it is dependent on the dermatologists eyes only. The standard conventional photograph method, although inexpensive, is inefficient and laborious for examination purposes and limits the market to dermatologists and specialized physicians.

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By revolutionizing the fundamental approach in which skin lesions and/or Melanoma is diagnosed, especially in the early stages, we reasonably expect that our DermaCompare product should be well-positioned to become one of the leading applications in the market, although there can be no such assurance. We hope that this will be achievable by replacing the need for manual photo image analysis with automated image analytics software using advanced algorithms of our DermaCompare process for anchoring, identifying and detecting changes in the shapes, color and sizes of skin lesions. We also plan to utilize available large data bases together with new "computer learning" and "artificial intelligence" techniques to learn from the "wisdom of the crowd" and, based on business analytic tools, we will use as a DSS (Decision Support System) for all range of physicians.

Our DermaCompare imaging software solution should provide several benefits including, but not limited to:

With the rise of the incidences of skin cancer, we believe that the medical community and the general population recognize that it is not only vital to monitor the skin on a regular basis, but it also important to have new means of diagnosing skin lesions more rapidly and accurately. One of the best early indicators of Melanoma is a new or changing mole. If detected in its early stage, Melanoma is almost always treatable. If left untreated for too long, skin Melanoma can become terminal and very difficult or virtually impossible to treat. In addition, if the skin is not monitored on a regular basis, it may be difficult for the patient or doctor to detect new moles or identify changes in existing ones.

Total body photography or TBP, which is part of the procedure used with our DermaCompare technology, is intended for use in detecting and monitoring skin moles and lesions, particularly for individuals considered at high risk for Melanoma. Early detection improves treatment and survival and increases the chance of a full recovery. Our DermaCompare application software is designed to assist dermatologists and other medical practitioners in diagnosing Melanoma quickly and with less effort.

Moreover, the use of computerized technologies with our DermaCompare provides an opportunity to compile, process and store data, thereby creating an extensive database for treating physicians as well as medical researchers. Availability of the data in Internet based SaaS and cloud networks can also provide cross linking between dermatologists, general physicians and/or oncologists.

We believe that this should help to alleviate the relative limited availability or even complete unavailability of suitable data in certain regions and for certain populations and may shed light on skin lesion development into Melanoma.

Our DermaCompare Solution

Our DermaCompare imaging solution is provided as a software platform aimed at early detection of Melanoma based on ABCD Rule for classification of dermatological lesions as published by the National Institute of Health ("NIH") for analysis of moles. The ABCD Rule is defined as follows:

A·Asymmetry, a benign mole that is notasymmetrical;

B·Border, a benign mole has smooth, evenborders, unlike melanomas;

C·Color. Most benign moles are all onecolor, often a single shade of brown; and

D·Diameter.

Benign moles usually have a smaller diameter than malignant ones.Our software processes and analyzes derma images of skin lesions, moles or total body images. Our DermaCompare imaging software solution is able to read and extract data from those images and in essence turning digital camera, camera-equipped smart phones and tablets into virtual scanning devices.

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Our imaging software can be installed on any desktop computer, smart phone or tablet with either iOS or Android operating systems. The software’s imaging capabilities include image recognition, repair and optimization, dynamic data extraction and several image-specificimage- specific capabilities.

Our proprietary DermaCompare software combines our core image character recognition technology with advanced image processing capabilities that transform a color skin photograph or total body photograph into a digital image of various sizes and resolutions. Photographs taken by digital cameras or photographs of skin lesions captured by camera-equipped smart phones and tablets are exposed to variable lighting conditions and various angles and focal distances. Raw photos of skin lesions taken by a camera-equippedcamera- equipped smart phone or tablet may be of an unknown size and resolution and may often be geometrically distorted, skewed or warped. As a result, an unedited mobile image of a skin lesion may be virtually unusable without the use of our DermaCompare imaging technology.

Our DermaCompare software solution uses advanced algorithms designed to identify and correct geometric and optical distortions and automatically correct each image, zoom in and manipulate both new and old images simultaneously in a corresponding manner to support and facilitate correct and timely Physician's diagnosis. In addition, our DermaCompare software is designed to enable dermatologists and other medical practitioners to review the skin lesion images and digital processing results in a graphical and analytic way.

These images can then be stored on our managed cloud-based servers and our licensee/users will be able to safely access their patients’ images via mobile access or Internet login. We believe that our central image storage solution insures that images and data are secured and kept confidential. We are compliant with HIPAA, the United States Health Insurance Portability and Accountability Act, sets the standard for protecting sensitive patient data. Any company that deals with protected health information must ensure that all the required physical, network, and process security measures are in place and followed.

This includes covered entities, anyone who provides treatment, payment and operations in healthcare, and business associates, anyone with access to patient information and provides support in treatment, payment or operations. Subcontractors, or business associates of business associates, must also be in compliance. Emerald Ltd has recently been as a HIPAA compliant company and also using the IBM SoftLayerMicrosoft cloud that already HIPAA compliance.

Practice and Pricing

Our pricing will be based on a fixed-price model, which fees will be charged directly by the App or collected either by the dermatologists, other physicians or medical centers. The process will start with the dermatologist or medical center charging the patient for the total body photography and upload the images through the Internet to a secure, company-owned server. We will invoice the dermatologist or medical center directly on a monthly, per-patient basis. If a patient is to be found to have Melanoma, our pricing model is to waive the fee for this particular patient. We believe that this should serve to incentivize physicians to use our DermaCompare software and encourage patient acceptance of its use.

Our physician/licensees can add new patient accounts to their online account and, at present, our pricing model contemplates that each patient registration will cost US$95 annually.

We will offer our dermatologist/licensees unlimited access to their patients’ images during the one-year period. Each registered patient will also receive a user and password to enable secure access to his/her images through the website or mobile access and enable any other physician to review the images with that patient’s consent ("2nd opinion" model).

We believe that our pricing strategy should make us competitive and is based on the fact that we do not plan on being directly engaged with the end-user and taking and transmitting images to the server. Our strategy is to provide imaging software as a service to dermatologists and medical centers that analyze their own patient’s images.

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Maintenance and Product Support

We plan to provide ongoing software support services to assist our medical professional licensees with answers to technical questions and will also maintain customer service department for support with respect to DermaCompare software installation and system maintenance. The majority of the inquiries that we expect to receive will be handled by us via telephone and email. We will maintain our licensees’ software largely through online releases via the Internet that may be downloaded by our licensees with technology enhancements and updated software features. We plan to offer our licensees post-contract support. All of these services are expected to generate significant recurring revenues and shall be typically offered under contract on an annual basis.

Maintenance and support service fees will be deferred and recognized over the contract period on a straight-line basis. Costs incurred by us to provide maintenance and support services will be charged to cost of revenue as incurred.

Intellectual Property

Our success will in large part depend upon our ability to protect our proprietary DermaCompare technology. We plan to protect our intellectual property rights primarily through patents, copyrights, trademarks, trade secrets, employee and third party nondisclosure agreements and other measures.

If we are unable to protect our intellectual property or our intellectual property infringes, for any reason that we do not presently contemplate, on the intellectual property rights of a third party, our operating results would, in all likelihood be materially, adversely affected.

To date, we have not filed for domestic and international patents. Further, we have no registered trademarks, but will continue to evaluate advisability and the costs associated with the registration of trademarks as our management deems appropriate, from time to time.

Sales and Marketing Strategy

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.

Initially, our marketing strategy for our product is based on a pilot program with worldwide leading dermatologists and medical centers in Israel and Europe in order to improve our DermaCompare software application further.

Subsequently, we plan to market our product worldwide through channel partners, via the Internet as well as through our direct sales force.

We intent to have an internal marketing group that develops our product marketing strategies and executes marketing plans with the support of external resources as needed. We will employ a technically oriented sales force that works with management to identify prospective customers.

Our indirect sales strategy concentrates on distributors and software solution companies that build, integrate and sell software solutions.

Our direct sales strategy will concentrate on health insurance companies, NHS, HMOs, medical centers, dermatologists and other physicians that want to provide our software to their patients. Our sales process will additionally be supported by a broad range of marketing programs, including trade shows, public relations and digital advertising.

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In addition, we plan to utilize the following low-cost methods in order to maximize our marketing budget, such as:

Competition

The market for derma image processing software products is intensely competitive, subject to rapid change, and significantly affected by new product introductions and other market activities of industry participants. We face direct and indirect competition from a broad range of competitors who offer a variety of competitive products and solutions to our target markets. Our principal competition will come from: (i) manufacturers of custom-developed solutions; (ii) companies offering automated derma imaging processing systems; and (iii) companies offering competing technologies capable of recognizing and analyzing derma images. Many, if not all of these competing companies will have far greater financial and other resources, established name recognition and lengthy operating histories, any of which could make it difficult for us to compete effectively.

It is also possible that we will face competition from new industry participants and/or alternative technologies. Moreover, as the market for derma imaging software further evolves and develops, a number of companies with significantly greater resources than we have could attempt to enter or increase their presence in our industry, either independently or by acquiring or forming strategic alliances with our competitors, or otherwise increase their focus on the industry. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address the needs of our potential customers.

Our DermaCompare product competes, to various degrees, with products produced by a number of substantial competitors, many of which have far greater financial and other resources and established operating histories with name recognition. Competition among product providers in this market generally focuses on price, accuracy, reliability and technical support. We believe our primary competitive advantages in this market are: (i) flexibility resulting from the ability of our product to operate in Internet based web services environments; (ii) an architectural software design that allows our product to be more readily modified, improved with added functionality and configured for new products, thereby allowing our software to be easily upgraded ; and (iii) combined methodologies of "Big Data and wisdom of the crowd" (which meansanalyzing tens of thousands of electronic medical records, whereby investigators can uncover new risk factors, novel preventive measures and treatments that are the most effective for a range of diseases and conditions)with machine learning and artificial intelligence together with high end machine vision capabilities.

As a result, we believe that our DermaCompare software Product should differ substantially from what is currently available in the market and heretofore has been known as "gold standard." Imaging and analytics is a major sector in the medical device industry and competition is expected to be broad-based and intense. Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on our business, operating results and financial condition.

The following list of competitors is not intended to be exhaustive, and there are other existing competitors and there likely will be new potential competitors in the future:

DermAlert:The DermAlert software, as presently constituted, is designed to compare images taken by digital camera obtained during a 6 to 12 month period in order to detect new or changing moles through total body photography, by monitoring a specific mole or moles. We believe that their software, at present, cannot define whether a mole is a new one or not.

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Canfield Scientific:Canfield Scientific provides custom photographic systems, image monitoring and centralized analysis services for the pharmaceutical, biotechnology and cosmetics industries. Canfield software is a local based installation and is also expensive to purchase and for this reason is not truly competitive with our DermaCompare software.

DigitalDerm:DigitalDerm’s MoleMap CD technology is a baseline system for early Melanoma detection. Their technology is unique in that it combines total body photography and patented software into a CD-based imaging record that runs on any personal computer with a Windows-based operating system. DigitalDerm’s MoleMap CD applies 35 images as a baseline to compare new moles and moles that are changing or have changed and is based on a local DB, which is considered on older, conventional manually-based solution, not using the "wisdom of the crowd"

FotoFinder Systems:FotoFinder Systems’ Dermoscope is a system for digital dermoscopy, fluorescence diagnosis and standardized photo documentation in dermatology. We do not believe that any of these technologies are used by or are competitive with our DermaCompare software.software.

Notwithstanding our determination that the above-referenced companies are not actual competitors with our DermaCompare technology, they all have substantially far greater capital, marketing, personnel and other resources, and greater experience in commercializing products and services than we have.

Government Regulation

The Company’s DermaCompare software Product and systems are not subject tois FDA or other governmental approval.Class 1 approved. Any change in current regulatory requirements or related interpretations by or the positions of, governmental agencies, federal or state officials where we plan to market out product could adversely affect our operations.

Employees

Mr. Lior Wyan,Wayn, CEO, CFO and director, and Mr. Oded Gilboa, CFO,David Ben Naim, Controller and principal accounting officer, constitute our Management team. Mr. Yair Fudim is the Chairman of our board of directors. They areOur sole executive officer, Lior Wayn, while not obligated to contribute any specific number of hours per week to our operations, and intend towill devote only as muchsubstantially all of his business time as they deem necessary to the Company’s affairs until such timein furtherance of our operations now that we beginhave begun our sales and marketing our products and generate revenues.activities. We have entered into an employment agreementsagreement with Lior Wayn, and with Oded Gilboa, Emerald’sour CEO and CFO, respectively.CFO. Reference is made to the disclosure under Item 6.11. "Executive Compensation" which contains a summary of the material terms of the respectiveMr. Wayn's employment agreements.agreement.

At present, Emerald has 10 employees including itsLior Wayn, CEO Lior Wayn.and CFO and David Ben Naim, Controller and principal accounting officer .

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DESCRIPTION OF PROPERTY

Our principal executive office is located at SOSA house, 12 Bar Yochayst, Tel Aviv 665320, Israel, Telephone: (972) 52-579-5082. This7 Imber Street, Petach Tikva 4951141 Israel. Our office consistin Tel-Aviv consists of approximately 300 square feet of executive office space, which is provided to us on a rent-free basis. Our wholly-owned subsidiary has offices at the same address, which it leases from an unaffiliated third party for $1,600 per month. The Registrant believes that the office facilities are sufficient for the foreseeable future.

LEGAL PROCEEDINGS

On November 9, 2015, a claim was filed toin the Tel Aviv, Israel court against the CompanyRegistrant and its wholly owned subsidiary for payment of approximately $177,380 representing past due fees byto former counsel. On December 7, 2015, the Company reached a settlement paying approximately $142,920. The Registrant reported the settlement of the proceeding in its former counsel.Form 8-K filed with the SEC on December 8, 2015.

We are currently not aware of any other legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERSHAREHOLDER MATTERS

Market Information

Our common stock is currently quoted on the OTCQB market under the symbol MRLA. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices, adjusted for a one-for-four (1:4) reverse split effective March 20, 2015, represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Holders of Common Stock

As of September 30, 2015,July 27, 2016, our shares of common stock were held by approximately 2,540 stockholdersshareholders of record. OurOur transfer agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, Phone: (503) 227-2950.

Dividends

Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on itsour common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Rule 144 Shares

As of the date of this Registration Statement, we do not have any significant number of shares of our Common Stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144. This is the result ofdue to the fact that sharesShares of our Common Stock that were issued prior to July 14,the end of May 2015, the Closing dateat which time we ceased to be a shell company, as a result of our effective control of the business and financial operations and decisions of Emerald acquisition, weLtd, were deemed to be a "shell" company as that term is defined under Rule 405 and Rule 144(i) promulgated by the SEC under the Act.

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Option Grants

There are no outstanding options to purchase our shares of common stock granted.

Outstanding Warrants

The following table summarizestables summarize information of outstanding warrants as of September 30, 2015:July 27, 2016:

Warrants Outstanding Prior to the Securities Purchase Agreements

(1) The Class A Warrants were issued in connection with a private placement in reliance upon Regulation S, pursuant to which the Registrant sold a total of 3,199,719 units at a price of $0.40 per unit (the "Units"), each Unit comprised of one Share and one Class A Warrant exercisable at $0.80 per share with a term 24 months. While all of the Class A Warrants are exercisable within 60 days, in fact, none of these warrants will be exercised for the foreseeable future, based upon the exercise price of $0.80 per Share.

(2) The Class B Warrants were issued to consultants for bona fide services to the Company and are exercise, on a cashless basis at a price of $0.40 per Share for a period of two years.
(3) The Class C Unit Warrants were issued to consultants for bona fide services to the Company, and each Unit is exercisable at a price of $0.40 to purchase one Share of Common Stock and one Class A Warrant which, in turn, is exercisable to purchase one additional Share at a price of $0.80. The Class C Unit Warrants expire ninety (90)ninety(90) days after the effective date of this Registration Statement.
(4)

(3) The Class E Warrants were issued by the Registrant to Lior Wayn in connection with the Closing of the Share Exchange Agreement. The Class E Warrants are exercisable to purchase a total of 2,700,000 Shares, in three equal tranches of 900,000 Shares each (the "Tranches") at an exercise price of $0.0001 per Share, subject to and within 45 days of the Registrant achieving the milestones defined in the table below (the "Milestones").

(4) The Additional Class A Warrants and Class B Warrants were issued to the Selling Shareholders in connection with the Securities Purchase Agreements dated June 20, 2016 and July 7, 2016, respectively.

Warrants Issued Pursuant to the Securities Purchase Agreements

(1) The Class A and the Class B warrants are exercisable at the lesser of: (i) $0.735; or (ii) 77.5% of the average of the VWAPs for the five (5) Trading Days immediately following the first to occur of (A) the 185th calendar day after the first effective date of the Registration Statement and (B) the 275th calendar day after the Issuance Date, whichever is lower, subject to adjustment in the event of certain corporate actions.

Securities Authorized for Issuance Under Equity Compensation Plans

No equity compensation plan or agreements has been adopted as of September 30, 2015.July 27, 2016.

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SaleSales of Unregistered Securities

During the last three years, theRegistrantissued the following restricted shares which were not registered under the Act.

On December 16, 2014, the Registrant issued 4,125,000 restricted Shares to five holders of the Registrant’s convertible notes in the principal amount of $125,000 (the "Notes") upon their conversion the Notes. The table below sets forth the issuances of restricted Shares to note holders made in reliance on Regulation S promulgated by the SEC under the Act ("Reg S").

(1) Adjusted for the 1:4 reverse stock split effective in FebruaryMarch 2015. No warrants were issued in connection with the conversion of these notes.

DuringOn June 18, 2015 and July 21, 2015, after the period from January 2015 through May 2015,Company ceased to be a shell company, the Company issued and sold unregistered securities, as set forth in the table below, in private offering of a total of 2,762,500 units at a price of $0.40, each unit consisting$0.40. Each Unit consisted of one Share and one Class A Warrant exercisable to purchase one additional Share of Common Stock at a price of $0.80 (the "Units"), the Registrant issued and sold restricted unregistered equity securities to the subscribers set forth in the table below.. The sales were made without registration under the Act in reliance upon the exemptions provided in Section 4(2) of the Act and Reg S. The certificates evidencing the Shares which were part of the Unit Offering were not issued until June 30, 2015, immediately prior to the July 14, 2015 Closing of the Share Exchange Agreement.

(1) Short Trade Ltd is controlled by Mr. Shlomo Noyman, a resident of Israel.

(2) Prop Trade Ltd is controlled by Mr. Andrew Philip Dings, a resident of Singapore.

(3) RP Holdings (1992) Ltd. is controlled by Mr. Rubin Zimerman, a resident of Israel.

(4) Universal Link Ltd is controlled by Mr. Ahmad Alimi, a resident of Israel.

(5) NE Solution Ltd is controlled by Mr. Lee Yang Tong, a resident of Singapore.

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In July 2015, the persons listed in the table below, each a lender to Emerald Ltd on or before November 2014, converted their debt owed by Emerald Ltd into Units, each consisting of one restricted Share and one Class A Warrant, at a conversion price of $0.32. Each of the lenders was a resident of Israel and the issuance was without registration under the Act in reliance upon the exemptions provided in SectionSetion 4(2) of the Act and Reg S.

On February 17,July 21, 2015, the Registrant issued 140,000 restricted Shares to Shira Brand Shiffer, a resident of Israel, at a price of $0.107 per Share, with no warrants attached. The issuance to Shira Brand Shiffer, without registration under the Act, was made in reliance upon Section 4(2) of the Act and Reg S.

On July 16, 2015, the Registrant issued 517,900 restricted shares of Common Stock to Meyda Consulting Ltd, an entity organized under the laws of Israel controlled by Eliyahu Kirstein, a resident of Israel. The issuance of these shares was in consideration for services and was made without registration under the Act in reliance upon the exemptions provided in Section 4(2) of the Act and Reg S.

On July 16, 2015, the Registrant issued Class B Warrants and Class C Unit Warrants to the following entities for bona fide services to the Registrant. The issuances of these Warrants was in consideration for services and was made without registration under the Act in reliance upon the exemptions provided in Section 4(2) of the Act and Reg S.

		Basis of Issuance			Class B Warrant Issued			Class C Unit Warrants Issued			Total Warrants Issued
Yaad Consulting Ltd. (1)			Services			625,000		$	634,063			1,259,063
LA Pure Capital Ltd. (2)			Services			375,000		$	380,467			755,467
Amir Uziel Economic Consultant Ltd. (3)			Services			625,000		$	634,061			1,259,061
Capitalink Ltd. (4)			Services			625,000		$	634,061			1,259,061

(1) The control person of Yaad Consulting Ltd is Itschak Shrem, a resident of Israel.

(2) The control person of LA Pure Capital Ltd is Kfir Silberman, a resident of Israel.

(3) The control person of Amir Uziel Economic Consultant Ltd. is Amir Uziel, a resident of Israel.

(4) The control person of Captalink Ltd is Lavi Krasney, a resident of Israel.

(5) On January 26, 2016, all of the outstanding Class B Warrants were exercised on a cashless basis resulting in the issuance of 1,928,572 Shares.

During November 2015, the Registrant issued and sold unregistered Shares as set forth on the table below:

(1) The issuance was pursuant to a Unit Subscription Agreement each consisting of 1 Share and 1 Class A Warrant exercisable for a period of 24 months to purchase 1 additional Share at $0.80.

(2) Lyons Capital LLC is organized under the laws of Florida and its control person, Jason Lyons, is a resident of Florida.

The issuance and sale of Shares to Shirat Hahayim, David Treves and Pnina Rosenblum, residents of the State of Israel, without registration under the Act, was made in reliance upon the exemptions provided in Section 4(2) of the Act and Regulation S promulgated by the United States Securities and Exchange Commission (the "SEC") under the Act. The issuance of Shares to Lyons Capital LLC, without registration under the Act, was in reliance upon Section 4(2) and Regulation D promulgated by the SEC under the Act.

On May 12, 2016, in connection with the Equity Agreement with Kodiak, issued 150,000 Commitment Shares to Kodiak. On June 20, 2016 and July 7, 2016, in connection with the Securities Purchase Agreements with Alpha and Firstfire, we issued 125,000 and 31,250 Commitment Shares to Alpha and Firstfire, respectively. All of the Commitment Shares are included in the Prospectus to permit resale by the Selling Shareholders.

The issuance and sale of Commitment Shares, without registration under the Act, was made in reliance upon the exemptions provided in Section 4(2) of the Act and Regulation D and/or Regulation S promulgated by the SEC") under the Act.

Penny Stock Considerations

Our Common Stock will be deemed to be "penny stock" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, the broker-dealer is required to:

Ÿ·   Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

Ÿ·   Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

Ÿ·   Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and

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Ÿ·   Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our Common Stock, which may affect the ability of Selling Shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our Common Stock even if our Common Stock becomes publicly traded. In addition, the liquidity for our Common Stock may be decreased, with a corresponding decrease in the price of our Common Stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EMERALD MEDICAL APPLICATIONS CORP.

INDEX TO FINANCIAL STATEMENTS

To the Board of Directors

Emerald Medical Applications Ltd.Corp.

Petah Tikva, IsraelBalance Sheets

As of March 31, 2016 (Unaudited) and December 31, 2015

We have audited the accompanying balance sheets of Emerald Medical Applications Ltd. (the Company) as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Emerald Medical Applications Ltd. as of December 31, 2014 and 2013 and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those mattersnotes are also described in Note 1. The financial statements do not include any adjustments that might result from the outcomean integral part of this uncertainty.

Emerald Medical Applications Ltd.
Balance Sheets
As of December 31, 2014 and 2013
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See summary of significant accounting policies and notes tothese financial statements.

Emerald Medical Applications Ltd.Corp.

Statements of Operations

For the Years ended DecemberThree Months Ended March 31, 20142016 and 2013
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(Unaudited)

See summaryThe accompanying notes are an integral part of significant accounting policies and notes tothese financial statements.

Emerald Medical Applications Ltd.Corp.

Statements of Comprehensive Income (Loss)

For the YearsThree Months Ended DecemberMarch 31, 20142016 and December 31, 2013
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(Unaudited)

See summaryThe accompanying notes are an integral part of significant accounting policies and notes to financial statements.

Emerald Medical Applications Ltd.

Statements of Changes in Stockholders' Equity

For The Years Ended December 31, 2014 and 2013
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