MEDISAFE 1 TECHNOLOGIES CORP - FORM 10-Q

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EX-31.2 - EXHIBIT 31.2 - MEDISAFE 1 TECHNOLOGIES CORP	v239566_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - MEDISAFE 1 TECHNOLOGIES CORP	v239566_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - MEDISAFE 1 TECHNOLOGIES CORP	v239566_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - MEDISAFE 1 TECHNOLOGIES CORP	v239566_ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - MEDISAFE 1 TECHNOLOGIES CORP	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2011

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 333-161914

Medisafe 1 Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware	46-0523031
(State of incorporation)	(I.R.S. Employer Identification No.)

c/o Jacob Elhadad

5A Hataltan Street

Jerusalem, Israel 96926

Phone Number 972-77-3318877

Fax number 972-77-3318879

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x *

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of September , 30, 2011, 91,903,309 shares of common stock, par value $0.0001 per share, were issued and outstanding.

*Although the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act, it is voluntarily filing its annual and quarterly reports.

TABLE OF CONTENTS

	Page
PART I
Item 1. Financial Statements	F-1
Item 2. Management’s Discussion and Analysis or Plan of Operation	3
Item 3 Quantitative and Qualitative Disclosures About Market Risk	6
Item 4 Controls and Procedures	6

PART II
Item 1. Legal Proceedings	7
Item IA. Risk Factors	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3. Defaults Upon Senior Securities	7
Item 4. Removed and Reserved	7
Item 5. Other Information	7
Item 6. Exhibits	8

PART I

FINANCIAL INFORMATION

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

Financial Statements-

Balance Sheets as of September 30, 2011 and December 31, 2010	F-2

Statements of Operations for the Three Months and Nine Month Ended September 30, 2011 and 2010, and Cumulative from Inception	F-3

Statement of Changes in Stockholders’ Equity (Deficit) for the Period Through September 30, 2011	F-4

Statements of Cash Flows for Nine Months Ended September 30, 2011 and Cumulative from Inception	F-5

Notes to Financial Statements	F-6

F-1

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010


	As of			As of
	September 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)

ASSETS
Current Assets:
Cash and cash equivalents	$	943		$	56,155
Prepaid expenses		152,875			24,000

Total current assets		153,818			80,155

Total Assets	$	153,818		$	80,155

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts Payable and accrued liabilities	$	18,865		$	43,568
Loans from related parties - directors and stockholders		49,406		$	14,329
Convertible note payable, net of discount		59,118			21,605

Total current liabilities		127,389			79,502

Total liabilities		127,389			79,502

Commitments and Contingencies

Stockholders' Equity (Deficit):
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 91,903,319 and 51,386,750 shares issued and outstanding, respectively		9,190			5,139
Additional paid-in capital		1,521,511			382,363
(Deficit) accumulated during the development stage		(1,504,273	)		(386,849	)

Total stockholders' equity (deficit)		26,428			653

Total Liabilities and Stockholders' Equity (Deficit)	$	153,817		$	80,155

The accompanying notes to financial statements

are an integral part of these statements.

F-2

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2011

AND CUMULATIVE FROM INCEPTION (JULY 7, 2009)

THROUGH SEPTEMBER 30, 2011

(Unaudited)

	Three Months Ended						Nine Months Ended						Cumulative
	September 30,						September 30,						From
	2011			2010			2011			2010			Inception

Revenues	$	-		$	-		$	-		$	-		$	-

Expenses:
Research and development		-			9,166			3,000			9,166			123,133
Marketing		-			-			-			-			16,694
Professional fees		7,007			19,934			71,842			31,400			161,269
Consulting		277,875			8,000			888,875			8,280			1,013,669
Filing fees		9,444			-			14,444			4,623			22,444
Investor relations					1,775			5,827			1,775			14,984
Legal - incorporation		-			-			-			-			2,250
Rent					-			3,559			-			3,559
Other		57			768			8,424			898			14,656

Total general and administrative expenses		294,383			39,643			995,971			56,142			1,372,658

(Loss) from Operations		(294,383	)		(39,643	)		(995,971	)		(56,142	)		(1,372,658	)

Interest and Other Income (Expense)		(46,450	)		(228	)		(121,453	)		(403	)		(131,615	)

Provision for income taxes		-			-			-			-			-

Net (Loss)	$	(340,833	)	$	(39,871	)	$	(1,117,424	)	$	(56,545	)	$	(1,504,273	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		57,283,754			50,000,000			54,981,418			38,937,729

The accompanying notes to financial statements are

an integral part of these statements.

F-3

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (JULY 7, 2009)

THROUGH SEPTEMBER 30, 2011

(Unaudited)

								(Deficit)
								Accumulated
					Additional			During the
	Common stock*				Paid-in			Development
Description	Shares		Amount		Capital			Stage			Totals

Balance - July 7, 2009		-	$	-	$	-		$	-		$	-

Common stock issued for cash		30,000,000		3,000		(2,400	)		-			600

Net (loss) for the period		-		-		-			(122,114	)		(122,114	)

Balance - December 31, 2009		30,000,000	$	3,000	$	(2,400	)	$	(122,114	)	$	(121,514	)

Common stock issued for cash		20,000,000		2,000		78,000			-			80,000

Common stock issued to retire debt		509,000		51		101,749			-			101,800

Common stock issued for services		140,000		14		27,986			-			28,000

Common stock issued for cash		137,750		14		24,502			-			24,516

Common stock issued as compensation		500,000		50		99,950			-			100,000

Convertible note discount		-		-		32,586			-			32,586

Common stock issued for services		100,000		10		19,990			-			20,000

Net (loss) for the period		-		-		-			(264,735	)		(264,735	)

Balance - December 31, 2010		51,386,750	$	5,139	$	382,363		$	(386,849	)	$	653

Convertible note discount		-		-		19,914			-			19,914

Common stock issued for services		91,033		9		19,991			-			20,000

Common stock issued for services		1,000,000		100		199,900			-			200,000

Common stock issued for services		1,000,000		100		199,900			-			200,000

Discount of convertible note		-		-		19,914			-			19,914

Common stock issued for services		2,000,000		200		209,800						210,000

Common stock issued for services		925,536		93		149,907						150,000

Discount of convertible note		-		-		38,397			-			38,397

Common stock issued for services		500,000		50		34,950						35,000

Common stock issued for services		35,000,000		3,500		215,250						218,750

Convertible note discount		-		-		31,225			-			31,225

Net (loss) for the period		-		-		-			(1,117,424	)		(1,117,424	)

Balance - September 30, 2011		91,903,319	$	9,190	$	1,521,511		$	(1,504,273	)	$	26,429

The accompanying notes to financial statements are

an integral part of these financial statements.

F-4

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH ENDED SEPTEMBER 30, 2011 AND 2010,

AND CUMULATIVE FROM INCEPTION (JULY 7, 2009)

THROUGH SEPTEMBER 30, 2011

(Unaudited)

	Nine Months Ended						Cumulative
	September 30,						From
	2011			2010			Inception
Operating Activities:
Net (loss)	$	(1,117,424	)	$	(56,545	)	$	(1,504,273	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Common stock issued for services and compensation		1,033,750			-			1,283,550
Amortization of beneficial conversion feature		78,963			-			88,154
Changes in net assets and liabilities-
Prepaid expenses		(128,875	)		-			(152,875	)
Deferred offering costs					20,000
Accounts Payable and accrued liabilities		(24,703	)		15,282			18,865

Net Cash Provided by (Used in) Operating Activities		(158,289	)		(21,263	)		(266,579	)

Investing Activities:		-			-			-

Net Cash Used in Investing Activities		-			-			-

Financing Activities:					-
Proceeds from shareholder loans		163,678			(8,874	)		198,107
Payment of shareholder loans		(128,601	)		-			(148,701	)
Payment of deferred offering costs		-			-			(20,000	)
Proceeds from convertible note payable		140,500			-			185,500
Payment of debt		(72,500	)					(72,500	)
Proceeds from stock issued		-			80,000			125,116

Net Cash Provided by Financing Activities		103,077			71,126			267,522

Net Increase in Cash		(55,212	)		49,863			943

Cash - Beginning of Period		56,155			600			-

Cash - End of Period	$	943		$	50,463		$	943

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	40,137		$	-		$	40,137
Income taxes	$	-		$	-		$	-

Supplemental Schedule of Noncash Investing and Financing Activities:
Shareholder loan to acquire patent	$	-		$	-		$	101,800
Stock issued to retire debt	$	-		$	-		$	(101,800	)

The accompanying notes to financial statements are

an integral part of these statements.

F-5

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

Medisafe 1 Technologies Corp. (“Medisafe 1 Technologies” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated un der the laws of the State of Delaware on July 7, 2009. The business plan of the Company is to develop a commercial application of the design in a patent titled “Protector for administering medicine” which is a device that prevents errors in administering medications. The Company also intends to enhance the existing prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of Medisafe 1 Technologies were prepared from the accounts of the Company under the accrual basis of accounting.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2011, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2011, and the results of its operations and its cash flows for the periods ended September 30, 2011, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2011. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2010, filed with the SEC, for additional information, including significant accounting policies.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Share-based Compensation

The Company follows the provisions of ASC 718, “Share-Based Payment.” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.

Equity instruments issued to non-employees for goods or services are accounted for at either the fair market value of the goods and services rendered or on the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50-30.

F-6

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As the Company has a loss for the period ended September 30, 2011 the potentially dilutive shares are anti-dilutive and therefore they are not added into the earnings per share calculation.

Income Taxes

The Company accounts for income taxes pursuant to FASB Accounting Standards Codification ("ASC") 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2011, the carrying value of accrued liabilities, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.

Patent and Intellectual Property

The Company expenses the costs associated with obtaining a patent or other intellectual property purchased for research and development and has no alternative future use.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the period ended September 30, 2011, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

F-7

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as September 30, 2011, and expenses for the period ended September 30, 2011, and cumulative from inception. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage, and has no operations. The business plan of the Company is to develop a commercial application of the design in a patent titled “Protector for administering medicine” which is a device that prevents errors in administering medications. The Company also intends to enhance the existing prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device.

On July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Protector for administering medicine” for consideration of $100,000 plus legal fees of $1,800. The United States Patent Application 7,347,841 was issued on March 25, 2008.

F-8

The Company has commenced a capital formation activity to submit a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 20,000,000 shares (post forward stock split) of newly issued common stock at an offering price of $0.025 per share for proceeds of up to $100,000. The Registration Statement was declared effective March 11, 2010. On June 1, 2010 the Company issued 20,000,000 shares (post forward stock split) of common stock pursuant to the Registration Statement on Form S-1, and received proceeds of $100,000. The Company incurred $20,000 of deferred offering costs related to this capital formation activity.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2011, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) Patent

On July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement with two of the Company's directors, whereby the Company acquired all of the rights, title and interest in the patent known as the “Protector for administering medicine” for consideration of $100,000 plus legal fees of $1,800. The United States Patent Application 7,347,841 was issued on March 25, 2008. Under the terms of the Patent Transfer and Sale Agreement, the Company was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests or other encumbrances. The assignment of the patent was recorded at the U.S. Patent and Trademark Office on August 12, 2009. As of December 31, 2010, the historical cost of obtaining the patent, ($100,000) and legal fees ($1,800) for acquiring the patent were expensed as research and development costs.

(4) Loans from Related Parties - Directors and Stockholders

As of September 30, 2011, loans from related parties amounted to $49,406, and represented working capital advances from officers who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.

(5) Convertible Note Payable

On October 15, 2010 the Company signed a $45,000 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on July 15, 2011. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $24,265 was paid on May 5, 2011.

On January 10, 2011, the Company signed a $27,500 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on October 15, 2011. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $15,872 was paid on July 25, 2011.

On April 1, 2011, the Company signed a $27,500 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on December 31, 2011. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.

F-9

On May 10, 2011, the Company signed a $53,000 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on February 10, 2012. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.

On August 23, 2011, the Company signed a $32,500 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on June 2, 2012. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF has been recorded as a discount to the notes payable and to Additional Paid-in Capital.

As of September 30, 2011, the balance of convertible notes payable was $113,000 net of unamortized discounts of $52,882.

For the nine months ended September 30, 2011 the Company has recognized $4,839 in interest expense related to the notes and has amortized $78,963 of the beneficial conversion features which has been recorded as interest expense.

(6) Common Stock

On July 12, 2009, the Company issued 30,000,000 shares (post forward stock split) of its common stock to three individuals who are directors and officers for proceeds of $600.

On September 20, 2010, the Company implemented a 5 for 1 forward stock split on its issued and outstanding shares of common stock to the holders of record as of September 17, 2010. As a result of the split, each holder of record on the record date automatically received four additional shares of the Company’s common stock. After the split, the number of shares of common stock issued and outstanding were 50,000,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

On October 1, 2010, the Company issued 509,000 shares of its unregistered common stock as repayment of a shareholder loan. The shares were valued at $101,800 or $0.20 per share based on the current market price less a discount for restricted trading.

On October 17, 2010, the Company entered into an agreement with an unrelated third-party consultant.

As payment for the consultant’s services, the Company issued 500,000 shares of its unregistered common stock on said date valued at $100,000 or $0.20 per share based on the current market price less a discount for restricted trading.

On November 29, 2010, the Company entered into an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued 140,000 shares of its unregistered common stock on said date valued at $28,000 or $0.20 per share based on the current market price less a discount for restricted trading.

F-10

On November 29, 2010, the Company raised $27,500 and issued 137,750 unregistered shares of its common stock, purchase price $0.20 per share, to an investor. The Company received proceeds of $24,516 net of a commission paid to a director of the Company.

On December 26, 2010, the Company entered into an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued 100,000 shares of its unregistered common stock on said date valued at $20,000 or $0.20 per share based on the current market price less a discount for restricted trading.

On January 1, 2011, the Company entered into an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued 1,000,000 shares of its unregistered common stock on said date valued at $200,000 or $0.20 per share based on the current market price less a discount for restricted trading.

On January 1, 2011, the Company entered into an agreement with a director and officer of the Company. As payment for services, the Company issued 1,000,000 shares of its unregistered common stock on said date valued at $200,000 or $0.20 per share based on the current market price less a discount for restricted trading.

On February 23, 2011, the Company issued 91,033 shares of its unregistered common stock as payment for legal services. The shares were valued at $20,000.

On April 12, 2011, the Company entered into an agreement with a director and officer of the Company. As payment for services, the Company issued 2,000,000 shares of its unregistered common stock on said date valued at $210,000 or $0.105 per share based on the current market price less a discount for restricted trading.

On April 12, 2011, the Company issued 925,536 shares of its unregistered common stock as payment for services. The shares were valued at $150,000.

On May 15, 2011, the Company entered into an agreement with a director and officer of the Company. As payment for services, the Company issued 500,000 shares of its unregistered common stock on said date valued at $35,000 or $0.07 per share based on the current market price less a discount for restricted trading.

On September 27, 2011, the Company entered into an agreement with a director and officer of the Company. As payment for services, the Company issued 20,000,000 shares of its unregistered common stock on said date valued at $125,000 or $0.0063 per share based on the current market price less a discount for restricted trading.

On September 27, 2011, the Company issued 15,000,000 shares of its unregistered common stock as payment for services. The shares were valued at $93,750 or $0.0063 per share based on the current market price less a discount for restricted trading.

(7) Income Taxes

The provision (benefit) for income taxes for the period ended September 30, 2011, and 2010 was as follows (assuming a 23% effective tax rate):

F-11

	2011			2010

Current Tax Provision:
Federal-
Taxable income	$	-		$	-

Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	78,392		$	9,170
Non-deductible amortization		(18,161	)		-
Change in valuation allowance		(60,230	)		(9,170	)

Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of September 30, 2011and December 31, 2010, as follows:

	2011			2010

Loss carryforwards	$	325,707		$	88,975
Less - Valuation allowance		(325,707	)		(88,975	)

Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2011 and December 31, 2010, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2011 the Company had approximately $1,400,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2031.

The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The Company has filed income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

(8) Related Party Transactions

As described in Note 4, as September 30, 2011, the Company owed $49,406 to Directors, officers, and principal stockholders of the Company.

On July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement to purchase the patent from one of the Company's directors and a brother of the other director, whereby the Company acquired all of the rights, title and interest in the patent known as the “Protector for administering medicine” in consideration of $100,000.

F-12

For the nine months ended September 30, 2011 the Company paid a director share based compensation and benefits of $279,912.

(9) Commitments

On August 27, 2009, the Company entered into a Transfer Agent and Registrar Agreement with Nevada Agency and Trust Company (“NATCO”) for transfer agent services. Under the Agreement, the Company is obligated to pay annual fees of $1,800 in addition to standard service fees for transfer agent services received. The agreement can be terminated by either party at any time.

On November 1, 2010, the Company entered into a Consulting Agreement with a third party medical technology consultant. The term of the agreement ends on December 31, 2011 and may be extended on a yearly basis by the written agreement of both parties. Under the Agreement, the Company is obligated to pay fees of 140,000 restricted shares during the term of the agreement.

(10) Investment Agreement

The Company entered into an Investment Agreement with Centurion Private Equity, LLC (“Centurion”) on April 13, 2011. Pursuant to the Investment Agreement, Centurion committed to purchase up to $5,000,000 of our common stock, over a period of time terminating upon the earlier of (i) 24 months from the effective date of this registration statement; or (ii) 30 months from the date of the Investment Agreement, subject to an effective registration statement covering the resale of the common stock and subject to certain conditions and limitations set forth in the Investment Agreement, including limitations based upon the trading volume of the Company’s common stock. The maximum aggregate number of shares issuable by us and purchasable by Centurion under the Investment Agreement is that number of shares of common stock having an aggregate purchase price of $5,000,000.

As of September 30, 2011, the registration statement is not effective and the Company is not proceeding to facilitate the investment.

(11) Subsequent Event

On October 19, 2011, the Company agreed to sell a $30,000 convertible promissory note to a third party. The note bears interest at 8% per annum. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.

F-13

Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-Q, references to “Medisafe,” “we,” “our” or “us” refer to Medisafe 1 Technologies Corp.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Company Overview

We were incorporated in Delaware on July 9, 2009 and we are a development stage company. To date we have had limited activities. We are in the process of establishing a business engaged in the manufacture and distribution of products based upon our patented medical assembly and a protector, or locking mechanism, that is intended to ensure that no substance can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient using a patented technology.

On July 15, 2009, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement") with Yisrael Elhadad and Yisrael Gottlieb, pursuant to which we purchased Patent Number: 7,347,841 (the “Patent”) for a technology for a medical assembly and a protector, or locking mechanism, that is intended to ensure that no substances can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient. The Patent was acquired by us in exchange for the payment to Yisrael Elhadad and Yisrael Gottlieb (our director and chief financial officer) of One Hundred Thousand United States Dollars (US $100,000). Our principal business to date has been the acquisition of the Patent and the development of a prototype. The Medisafe technology has the potential to be adopted as a standard in all major markets, making a decisive contribution towards the elimination of errors from inject able medication.

Our invention, based on the Patent, is a medical assembly which may effectively prevent unauthorized administration of a drug or medicinal substance by hypodermic needle. It accomplishes this by taking a medical assembly and incorporating a locking mechanism that is intended to ensure the substance cannot be released from the hypodermic needle without positive pre-matching between the substance and the specific patient, identified by bar-coding or other identification technology. Since some human interaction will be required in the labeling, administering, and using the intended device, Medisafe cannot entirely remove the risk of human error. It is expected that the system can be applied not only to hypodermic needles, but also to any assembly for storing any kind of medicine.

We have developed a fully operational prototype with PIA Electronics Ltd. (“PIA Electronics”) and have agreed to pay PIA Electronics a commission based upon sales revenue in the amount of ten percent (10%) of all future royalties from the sale and / or licensing of a product which is based on the working prototype manufactured by PIA Electronics. To date, no products encompassing the patented technology have been sold.

The principle features of the prototype design include a protector which fits over a proportion of the medicine assembly, a bar code and locking element, an electrically operated device to control the locking element, and a connection to a bar code reader. Finally, the protector includes an enclosure that surrounds a container of medicine, whether it be intended for oral intake, transdermal delivery or any other kind of medicinal administration.

The invention, based on the Patent represents a medical assembly which may effectively prevent unauthorized administration of a drug or medicinal substance by hypodermic needle. It accomplishes this by taking a medical assembly and incorporating a locking mechanism that is intended to ensure that no substance can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient, identified by bar-coding or other identification technology. We believe that the system can be applied for various other uses. We expect the system to be applied not only to hypodermic needles, but also to any assembly for storing any kind of medicine. Since some human interaction will be required in the labeling, administering, and using the intended device, Medisafe cannot entirely remove the risk of human error.

The bar code may be printed on any suitable portion of the protector. The term "bar code" refers not just to a straightforward bar code, but to any optically or machine readable code or character, such as a magnetic strip or computer-recognizable code.

The locking element is electrically operated and opened by means of a bar code reader which reads the bar code and generates an appropriate electrical signal. The electrically operated element may be a solenoid, or alternatively it may be mechanically-operated, hydraulically-operated or pneumatically or any combination thereof. The protector may include more than one section, each selectively lockable to one another by means of a locking element.

Importantly, the bar code may be specific to a certain patient and certain medicine. The medical practitioner should be able to use the bar code reader to read the bar code prior to using the medicine assembly. The locking element will only open if the bar code read by the bar code reader is associated with the correct patient and medicine.

We are in discussions with various hospitals and medical clinics for the implementation of our proprietary technology as part of a pilot and at the same time we are also in discussions with various medical manufacturers in the health care industry regarding the possibility of licensing of our technology accordingly; however there can be no assurance that such discussions will be successful.

On July 12, 2009, we issued 30,000,000 shares (post forward stock split) of our common stock to three individuals who are directors and officers for proceeds of $600.

We filed a Registration Statement on Form S-1 with the Securities and Exchange Commission ( the “SEC”) on March 11, 2010 to register and sell in a self-directed offering 20,000,000 shares (post forward stock split) of newly issued common stock at an offering price of $0.005 (post forward split) per share for proceeds of up to $100,000. The Registration Statement was declared effective March 11, 2010. On June 1, 2010 we issued 20,000,000 shares (post forward stock split) of common stock pursuant to the Registration Statement on Form S-1, and received proceeds of $100,000. We incurred $20,000 of deferred offering costs related to this capital formation activity.

On September 20, 2010, we implemented a 5 for 1 forward stock split on our issued and outstanding shares of common stock to the holders of record as of September 17, 2010. As a result of the split, each holder of record on the record date automatically received four additional shares of our common stock for each share held. After the split, the number of shares of common stock issued and outstanding were 50,000,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

As of September 30, 2011, we had 2 full-time employees and 2 part-time consultants. We currently expect to hire approximately 10-15 employees over the next 12 months, which will cause us to incur additional costs.

Recent Developments

We entered into an Investment Agreement with Centurion Private Equity, LLC (“Centurion”) on April 13, 2011. Pursuant to the Investment Agreement, Centurion committed to purchase up to $5,000,000 of our common stock, over a period of time terminating upon the earlier of (i) 24 months from the effective date of the registration statement; or (ii) 30 months from the date of the Investment Agreement, subject to an effective registration statement covering the resale of the common stock and subject to certain conditions and limitations set forth in the Investment Agreement, including limitations based upon the trading volume of our common stock. The maximum aggregate number of shares issuable by us and purchasable by Centurion under the Investment Agreement is that number of shares of common stock having an aggregate purchase price of $5,000,000.

We filed a Registration Statement on Form S-1 with the SEC on May 9, 2011 to offer and resell up to $5,000,000 in shares of our common stock by the selling stockholders. Of such shares, 8,000,000 represent shares that Centurion agreed to purchase if put to it by us pursuant to the terms of the Investment Agreement, subject to volume limitations and other limitations in the Investment Agreement, 1,016,559 shares were issued to Centurion in consideration for the preparation of the documents for its investment and as a commitment fee and 2,000,000 shares represent shares being registered by the other selling shareholder.

As of September 30, 2011, the registration statement is not effective and the Company is not proceeding to facilitate the investment.

Plan of Operation

General Working Capital

We have only recently commenced operations and have not yet generated revenues. Our cash on hand at September 30, 2011 was $943. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.

Since inception, we have financed our operations from the sale of common stock and other securities and loans from investors and related parties. Based upon our historical revenue, we do not anticipate that we will have revenue for quite awhile and therefore our sales in the future will not be sufficient to meet our cash flow requirements. To date, we have not generated any revenue. We incurred a net loss of $1,117,424 for the nine months ended September 30, 2011, as compared with a net loss of $56,545 for the nine months ended September 30, 2010. This increase was mainly attributable to the professional and consulting fees in the form of equity compensation. Our cumulative net loss since inception is $1,504,273, which is comprised entirely of general and administrative expenses a majority in the form of equity compensation.

We will need to raise additional money in order to commercialize our product and establish a sales network for the distribution of our products and to advertise such products. In addition, we will need to hire personnel to run our day to day operations. If we are unable to obtain this additional working capital, or if we encounter unexpected expenses, we may not have enough working capital to implement our business plan.

Liquidity and Capital Resources

To date, we have financed our operations from the sale of our common stock and convertible notes and contributions from related parties. However, we will need additional funding in order to pursue our business objectives. Our recent sources of funding have been loans pursuant to convertible notes. Although we have recently entered into an equity line with Centurion, there can be no assurance that we will meet the requirements needed in order to enable us to use the equity line.

We do not believe that our cash resources will be sufficient to fund our expenses over the next 12 months. There can be no assurance that additional capital will be available to us or that the equity line will provide the needed funds. We are currently in discussions with certain financial entities for equity funding. Since we have no such arrangements in effect, our inability as such to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company.

For the nine months ended September 30, 2011 our net cash used in operating activities was $158,289. The primary adjustment to our cash from operations were common stock issuances for services and compensation and a reduction in prepaid expenses.

We expect to incur a minimum of $75,000 in operating expenses during the next twelve months of operations. Accordingly, we will have to raise the funds to pay for these expenses. We might do so through a private offering. We potentially will have to issue debt or equity or enter into a strategic arrangement with a third party.

Going Concern Consideration

In their opinion regarding our financial statement for the year ended December 31, 2010, our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Results of Operations for the Nine Months Ended September 30, 2011

We have only recently commenced operations and have not generated revenues. For the nine months ended September 30, 2011 we incurred operating expenses of $995,971 as compared to $56,142 for the nine months ended September 30, 2010. The increase in expenses was attributable to consulting and professional fees including equity compensation incurred in relation to the business development and marketing of our patented technology. We anticipate incurring increased expenses to further market our patented technology and will require additional funding to support our working capital needs.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to our company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial and accounting officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in our company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our company's internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which our company is a party or in which any director, officer or affiliate of our company, any owner of record or beneficially of more than 5% of any class of voting securities of our company, or security holder is a party adverse to our company or has a material interest adverse to our company. Our property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 23, 2011, in connection with the Investment Agreement with Centurion, the Company issued 91,033 shares of its unregistered common stock as payment for legal services. The shares were valued at $20,000.

On April 12, 2011, the Company entered into an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued 2,000,000 shares of its unregistered common stock on said date valued at $210,000 or $0.105 per share based on the current market price less a discount for restricted trading.

On April 14,, 2011, in connection with the Investment Agreement with Centurion the Company issued 925,536 shares of its unregistered common stock as payment for services. The shares were valued at $150,000 based on the value of the services.

On May 15, 2011, the Company entered into an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued 500,000 shares of its unregistered common stock on said date valued at $35,000 or $0.07 per share based on the current market price less a discount for restricted trading.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits

10.1		Investment Agreement (incorporated herein by reference to the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2011)

10.2		Registration Rights Agreement (incorporated herein by reference to the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2011)

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith)

32.2		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith)

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2011	Medisafe 1 Technologies Corp.

	By:	/s/ Jacob Elhadad
	Name:	Jacob Elhadad
	Title:	President and Director
	(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date November 14 , 2011	By:	/s/ Jacob Elhadad
	Name:	Jacob Elhadad
	Title:	President and Director
	(Principal Executive Officer)

Date: November 14 , 2011	By:	/s/ Yisrael Gottlieb
	Name:	Yisrael Gottlieb
	Title:	Secretary and Director
	(Principal Internal Accounting and Financial Officer)

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