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EX-32.1 - EXHIBIT 32.1 - MEDISAFE 1 TECHNOLOGIES CORPv326956_ex32-1.htm

 

 

 

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 2012

¨ 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   

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):

 

Accelerated filer ¨   Large accelerated filer ¨
Smaller reporting company x Non-accelerated filer ¨
(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, 2012, 540,931,158  shares of common stock, par value $0.0001 per share, were issued and outstanding.

 

 
 

 

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

 

2
 

 

PART I

FINANCIAL INFORMATION

 

MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

 

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 

Financial Statements-  
   
Balance Sheets as September 30, 2012 and December 31, 2011 F-2
   
Statements of Operations for the Three Months Ended and Nine Months Ended September 30, 2012 and 2011 and Cumulative from Inception F-3
   
Statement of Changes in Stockholders’ Equity for the Period from Inception Through September 30, 2012 F-4
   
Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 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, 2012 AND DECEMBER 31, 2011

 

   As of   As of 
   September 30,   December 31, 
   2012   2011 
   (Unaudited)   (Audited) 
         
ASSETS          
           
Current Assets:          
Cash and cash equivalents  $-   $528 
Due from related parties   6,615    - 
Prepaid expenses   91,875    - 
           
Total current assets   98,490    528 
           
Loan receivable   10,000    - 
           
Total Assets  $108,490   $528 
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
Current Liabilities:          
Accounts Payable and accrued liabilities  $26,170   $26,736 
Loans from related parties - directors and stockholders   -    20,093 
Convertible notes payable, net of discount   38,876    76,769 
           
Total current liabilities   65,046    123,598 
           
Total liabilities   65,046    123,598 
           
Commitments and Contingencies          
           
Stockholders' Equity (Deficit):          
Common stock, par value $.0001 per share, 1,000,000,000 shares authorized; 540,931,158 and 91,903,319 shares issued and outstanding, respectively   54,093    9,190 
Additional paid-in capital   2,450,338    1,598,374 
Stock subscription receivable   (10,000)   - 
Treasury stock, at cost   (28,653)   - 
(Deficit) accumulated during the development stage   (2,422,334)   (1,730,634)
           
Total stockholders' equity (deficit)   43,444    (123,070)
           
Total Liabilities and Stockholders' Equity (Deficit)  $108,490   $528 

 

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, 2012

AND 2011, AND CUMULATIVE FROM INCEPTION (JULY 7, 2009)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

 

   Three Months Ended   Nine Months Ended   Cumulative 
   September 30,   September 30,   From 
   2012   2011   2012   2011   Inception 
                     
Revenues  $-   $-   $-   $-   $- 
                          
Expenses:                         
Research and development   -    -    -    3,000    123,133 
Marketing   -    -    -    -    16,694 
Professional fees   10,700    7,007    27,178    71,842    201,867 
Consulting   337,475    277,875    526,855    888,875    1,693,399 
Filing fees   -    9,444    -    14,444    22,444 
Investor relations   450    -    450    5,827    15,434 
Legal - incorporation   -    -    -    -    2,250 
Other   2,824    57    5,909    11,983    25,984 
                          
Total general and administrative expenses   351,449    294,383    560,392    995,971    2,101,205 
                          
(Loss) from Operations   (351,449)   (294,383)   (560,392)   (995,971)   (2,101,205)
                          
Interest and Other Income (Expense)   (40,382)   (46,450)   (131,307)   (121,453)   (321,129)
                          
Provision for income taxes   -    -    -    -    - 
                          
Net (Loss)  $(391,831)  $(340,833)  $(691,699)  $(1,117,424)  $(2,422,334)
                          
(Loss) Per Common Share:                         
(Loss) per common share - Basic and Diluted  $(0.00)  $(0.01)  $(0.00)  $(0.02)     
                          
Weighted Average Number of Common Shares Outstanding - Basic and Diluted   484,653,002    57,283,754    340,597,556    54,981,418      

 

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, 2012

(Unaudited)

 

                       (Deficit)     
                       Accumulated     
           Additional   Stock       During the     
   Common stock*   Paid-in   Subscriptions   Treasury   Development     
Description  Shares   Amount   Capital   Receivable   Stock   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 
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 
Common stock issued for services   2,000,000    200    209,800    -    -    -    210,000 
Common stock issued for services   925,526    93    149,907    -    -    -    150,000 
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 
Discount of convertible notes   -    -    186,313    -    -    -    186,313 
Net (loss) for the period   -    -    -    -    -    (1,343,786)   (1,343,786)
Balance - December 31, 2011   91,903,309    9,190    1,598,374    -    -    (1,730,635)   (123,070)
Common stock issued for services   125,000,000    12,500    355,000    -    -    -    367,500 
Common stock issued upon conversion of convertible debt   51,232,511    5,123    78,058    -    -    -    83,181 
Discount of convertible notes   -    -    21,618    -    -    -    21,618 
Common stock issued upon conversion of convertible debt   38,729,125    3,874    40,826    -    -    -    44,700 
Common stock issued for cash   19,000,000    1,900    48,100    (10,000)   -    -    40,000 
Discount of convertible notes   -    -    31,225    -    -    -    31,225 
Purchase of 3,100,000 shares common stock for the treasury   -    -    -    -    (28,653)   -    (28,653)
Common stock issued for services   50,000,000    5,000    70,000    -    -    -    75,000 
Common stock issued for services   50,000,000    5,000    70,000    -    -    -    75,000 
Discount of convertible notes   -    -    26,403    -    -    -    26,403 
Common stock issued for services   18,000,000    1,800    36,000    -    -    -    37,800 
Common stock issued for services   18,000,000    1,800    36,000    -    -    -    37,800 
Common stock issued upon conversion of convertible debt   17,142,857    1,714    10,286    -    -    -    12,000 
Common stock issued upon conversion of convertible debt   18,461,538    1,846    10,154    -    -    -    12,000 
Common stock issued upon conversion of convertible debt   18,181,818    1,818    8,182    -    -    -    10,000 
Common stock issued upon conversion of convertible debt   25,280,000    2,528    10,112    -    -    -    12,640 
Net (loss) for the period   -    -    -    -    -    (691,699)   (691,699)
Balance - September 30, 2012   540,931,158   $54,093   $2,450,338   $(10,000)  $(28,653)  $(2,422,334)  $43,445 

 

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 MONTHS ENDED SEPTEMBER 30, 2012 AND 2011,

AND CUMULATIVE FROM INCEPTION (JULY 7, 2009)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

 

   Nine Months Ended   Cumulative 
   September 30,   From 
   2012   2011   Inception 
Operating Activities:               
Net (loss)  $(691,699)  $(1,117,424)  $(2,422,334)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:               
Common stock issued for services, compensation and interest   603,573    1,033,750    1,887,123 
Amortization of beneficial conversion feature   124,353    78,963    254,521 
Foregiveness of accrued interest   (1,453)   -    (1,453)
Changes in net assets and liabilities-               
Prepaid expenses   (91,875)   (128,875)   (91,875)
Accounts Payable and accrued liabilities   (566)   (24,703)   26,170 
                
Net Cash Provided by (Used in) Operating Activities   (57,667)   (158,289)   (347,848)
                
Investing Activities:               
Loans to shareholders   (6,615)   -    (6,615)
Loan   (10,000)   -    (10,000)
                
Net Cash Used in Investing Activities   (16,615)   -    (16,615)
                
Financing Activities:               
Proceeds from shareholder loans   33,000    163,678    275,097 
Payment of shareholder loans   (53,093)   (128,601)   (275,097)
Payment of deferred offering costs   -    -    (20,000)
Proceeds from convertible note payable   82,500    140,500    348,000 
Payment of debt   -    (72,500)   (100,000)
Cash paid for treasury stock   (28,653)   -    (28,653)
Proceeds from stock issued   40,000    -    165,116 
                
Net Cash Provided by Financing Activities   73,754    103,077    364,463 
                
Net Increase (Decrease) in Cash   (528)   (55,212)   (0)
         -      
Cash - Beginning of Period   528    56,155    - 
                
Cash - End of Period  $-   $943   $(0)
                
Supplemental Disclosure of Cash Flow Information:               
Cash paid during the period for:               
Interest  $-   $40,137   $54,959 
Income taxes  $-   $-   $- 
                
Supplemental Schedule of Noncash Investing and Financing Activities:               
Shareholder loan to acquire patent  $-   $-   $101,800 
Stock issued to retire debt  $165,500   $-   $267,300 

 

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 under 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, 2012, 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, 2012, and the results of its operations and its cash flows for the periods ended September 30, 2012, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. 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, 2011, 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, 2012 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. The carrying value of accounts payable and 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, 2012, 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, liabilities and expenses. 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 4,000,000 shares (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, 2012, the cash resources of the Company were insufficient to meet its current business plan. 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)  Loan receivable

 

On March 5, 2012, the Company entered into an agreement with Natural Dream Ltd., an Israeli company, to purchase exclusive marketing and distribution rights for Natural Dream cosmetics. The Company agreed to allocate 10 million restricted common shares for Natural Dream Ltd. The shares are to be issued to Natural Dreams Ltd. according to milestones. In consideration of the exclusive marketing and distribution rights the Company agreed to loan Natural Dream Ltd. $853,950 over five years. The loans will be repaid by Natural Dreams by supplying the Company with products according to an agreed-upon price list. The Company agreed to pay for clinical trials and patent registration of Natural Dream products. Intellectual property will be equally and jointly owned by the Company and Natural Dream Ltd.

 

(5)  Loans to/from Related Parties - Directors and Stockholders

 

As of September 30, 2012, loans to related parties amounted to $6,615, and the loans are unsecured, non-interest bearing, and due on demand.

 

As of December 31, 2011, loans from related parties amounted to $20,093, and represented working capital advances from officers who are also stockholders of the Company. The loans were unsecured, non-interest bearing, and due on demand.

 

(6)  Convertible Note Payable

 

On November 23, 2011, the Company signed a $50,000 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on August 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. As of June 30, 2012, the remaining principal balance of the note was $44,000. On May 14, 2012, the note was purchased by a related party and subsequently converted to stock.

 

F-9
 

 

On March 29, 2012, the Company signed a $22,500 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on December 29, 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.

 

On May 17, 2012, 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 March 11, 2013.  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.

 

On July 6, 2012, 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 April 5, 2013.  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, 2012, the balance of convertible notes payable was $38,876 net of unamortized discounts of $43,624.

 

For the nine month period ended September 30, 2012 the Company has recognized $6,954 in interest expense related to the notes and has amortized $124,353 of the beneficial conversion features which has been recorded as interest expense.

 

(7)  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.

 

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 4,000,000 shares (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.

 

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.

 

F-10
 

 

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.

 

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.

 

On November 28, 2011, the Company filed a certificate of amendment of certificate of incorporation with the state of Delaware to increase the amount of authorized common stock to 500,000,000 shares.

 

On January 4, 2012, the Company entered into an agreement with directors and officers of the Company. As payment for services, the Company issued 100,000,000 shares of its unregistered common stock on said date valued at $175,000 or $0.0025 per share based on the current market price less a discount for restricted trading.

 

F-11
 

 

On February 10, 2012, the Company issued 25,000,000 shares of its unregistered common stock as payment for services. The shares were valued at $192,500 or $0.011 per share based on the current market price less a discount for restricted trading.

 

On April 23, 2012, the Company issued 19,000,000 shares of its common stock to an investor for proceeds of $40,000 and a stock subscription receivable in the amount of $10,000.

 

On July 3, 2012, the Company issued 100,000,000 shares of its unregistered common stock as payment for directors fees. The shares were valued at $150,000 or $0.0015 per share based on the current market price less a discount for restricted trading.

 

On July 16, 2012, the Company issued 36,000,000 shares of its unregistered common stock as payment for services. The shares were valued at $75,600 or $0.0021 per share based on the current market price less a discount for restricted trading.

 

From January 1, 2012 to September 30, 2012, the Company issued 169,027,849 shares of its common stock valued at $174,522 to retire convertible debt and accrued interest.

 

(8)  Income Taxes

 

The provision (benefit) for income taxes for the period ended September 30, 2012, and 2011 was as follows (assuming a 23% effective tax rate):

 

   2012   2011 
         
Current Tax Provision:          
Federal-          
Taxable income  $-   $- 
           
Total current tax provision  $-   $- 
           
Deferred Tax Provision:          
Federal-          
Loss carryforwards  $159,091   $257,008 
Non-deductible amortization   (28,601)   (18,161)
Change in valuation allowance   (130,490)   (238,846)
           
Total deferred tax provision  $-   $- 

 

The Company had deferred income tax assets as of September 30, 20121and December 31, 2011, as follows:

 

   2012   2011 
         
Loss carryforwards  $498,597   $368,107 
Less - Valuation allowance   (498,597)   (368,107)
           
Total net deferred tax assets  $-   $- 

 

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2012, and December 31, 2011, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of September 30, 2012 the Company had approximately $2,168,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.

 

The Company did not identify any material uncertain tax positions.  The Company did not recognize any interest or penalties for unrecognized tax benefits.

 

F-12
 

 

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

 

(9)  Related Party Transactions

 

As of September 30, 2012, $6,615 was due from 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.

 

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 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 January 4, 2012, the Company entered into an agreement with directors and officers of the Company. As payment for services, the Company issued 100,000,000 shares of its unregistered common stock on said date valued at $175,000 or $0.0025 per share based on the current market price less a discount for restricted trading.

 

On July 3, 2012, the Company issued 100,000,000 shares of its unregistered common stock as payment for directors fees. The shares were valued at $150,000 or $0.0015 per share based on the current market price less a discount for restricted trading.

 

(10)  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 March 5, 2012, the Company entered into an agreement with Natural Dream Ltd., an Israeli company, to purchase exclusive marketing and distribution rights for Natural Dream cosmetics. The Company agreed to allocate 10 million restricted common shares for Natural Dream Ltd. The shares are to be issued to Natural Dreams Ltd. according to milestones. In consideration of the exclusive marketing and distribution rights the Company agreed to loan Natural Dream Ltd. $853,950 over five years. The loans will be repaid by Natural Dreams by supplying the Company with products according to an agreed-upon price list. The Company agreed to pay for clinical trials and patent registration of Natural Dream products. Intellectual property will be equally and jointly owned by the Company and Natural Dream Ltd.

 

(11) 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.  

 

F-13
 

 

As of September 30, 2012, the registration statement is not effective and the Company is not proceeding to facilitate the investment.

 

F-14
 

 

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.

 

3
 

 

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 2012 , we had 2 full-time employees and 2 part-time consultants.   

 

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.

 

4
 

 

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 2012, 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 2012 was $0. 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 a while 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 $691,699 for the nine months  ended September 30 2012, as compared with a net loss of $1,117,424 for the nine months ended September 30 2011.  This loss was mainly attributable to the professional and consulting fees in the form of equity compensation. Our cumulative net loss since inception is $2,422,334 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.

 

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.

  

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.

 

5
 

 

Going Concern Consideration

 

In their opinion regarding our financial statement for the year ended December 31, 2011, 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 2012

 

We have only recently commenced operations and have not generated revenues.  For the nine   months ended September 30 2012 we incurred operating expenses of $560,392 as compared to $995,971 for the nine  months  ended September 30 2011.  These expenses were 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.

 

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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 January 4, 2012, the Company entered into an agreement with directors and officers of the Company. As payment for services, the Company issued 100,000,000 shares of its unregistered common stock on said date valued at $175,000 or $0.0025 per share based on the current market price less a discount for restricted trading.

 

On February 10, 2012, the Company issued 25,000,000 shares of its unregistered common stock as payment for services. The shares were valued at $192,500 or $0.011 per share based on the current market price less a discount for restricted trading.

 

On April 23, 2012, the Company issued 19,000,000 shares of its common stock to an investor for proceeds of $40,000 and a stock subscription receivable in the amount of $10,000 .

 

On July 3, 2012, the Company issued 100,000,000 shares of its unregistered common stock as payment for directors fees. The shares were valued at $150,000 or $0.0015 per share based on the current market price less a discount for restricted trading.

 

On July 16, 2012, the Company issued 36,000,000 shares of its unregistered common stock as payment for services. The shares were valued at $75,600 or $0.0021 per share based on the current market price less a discount for restricted trading.

 

From January 1, 2012 to September 30, 2012, the Company issued 169,027,849 shares of its common stock valued at $174,522 to retire convertible debt and accrued interest.

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4. (Removed and Reserved).

 

Item 5. Other Information.

 

None.

 

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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)

 

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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 9  2012 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 9   2012  By: /s/ Jacob Elhadad
  Name: Jacob Elhadad
  Title: President and Director
    (Principal Executive Officer)

  

 

Date: November 9   2012  By: /s/ Yisrael Gottlieb
  Name: Yisrael Gottlieb
  Title: Secretary and Director
    (Principal  Internal Accounting  and Financial Officer)

 

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