ITEM 1. DESCRIPTION OF BUSINESS 	 Back to Table of Contents
Formation and Background
We were incorporated on May 26, 	2010, in the State of Delaware. Our authorized capital consists of 	500,000,000 shares of our common stock (the "Common Shares"), par value of 	$0.0001. Our principal executive offices are currently located at the 	following address: 40 Wall Street, 28th Floor, New York, NY 10005-1313. 	
We were organized for the purpose of developing and marketing software for an online gaming platform and entering into licensing agreements with online game service providers world-wide. Our gaming platform enabled our customers to offer games of skill using our platform as part of their member services. During our year ended December 31, 2011, we generated revenues of approximately $93,000, virtually all of which was from the sale of a single license to one customer. During our year ended December 31, 2012, our revenues declined to approximately $6,000. This decline and our inability to successfully market our online gaming platform led our management and principal shareholders to reevaluate our business plan during 2013. As part of management's reevaluation, the Company conducted discussions with certain of its principal shareholders and other persons in Israel, during which the Company was introduced to Dr. Oded Sagee, the founder of BreedIT Ltd, organized under the laws of the State of Israel ("BreedIT Israel").
Recent Corporate Developments
In our report on Form 8-K filed August 19, 2013, we disclosed that we had entered into a preliminary agreement (the "Preliminary Agreement") with BreedIT Israel and its founder, Dr. Oded Sagee, pursuant to which we agreed to acquire 66.67% of BreedIT Israel's capital stock. Subsequently, we were issued 200 shares of BreedIT Israel's capital stock ("Ordinary Shares") which represent 66.67% of BreedIT's outstanding Ordinary Shares with the founder, Dr. Oded Sagee owning the remaining 100 Ordinary Shares, representing 33.33% of the outstanding Ordinary Shares.
On November 8, 2013, our board of directors authorized the filing with the State of Delaware of a Certificate of Amendment to its Certificate of Incorporation changing our name from Progaming Platforms Corp. to BreedIT Corp. On January 14, 2014, Mr. Yoel Yogev, the Registrant's newly-appointed Chief Executive Officer, accepted his appointment to become a member of the Registrant's Board of directors. On February 27, 2014, the Company announced that it had successfully completed the raise of the US$1,000,000 required under its agreements with BreedIT Israel.
On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), BreedIT Israel's founder and minority stockholder, Dr. Oded Sagee ("Dr. Sagee") and Star Biotech Ltd, an Israeli company controlled by Dr. Sagee ("SB"). the Company and Dr. Sagee agreed to enter into the Separation Agreement based upon the determination by the Company that it had fulfilled its obligation to fund up to but not more than $1 million on behalf of BreedIT Israel but was not willing to continue to fund BreedIT Israel as a result of the financial condition and result of operations of BreedIT Israel and the estimate of future revenues presented by Dr. Sagee. The company agreed that its Equity Interest shall be diluted from sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. SB shall have the option to acquire the company's shares for the sum of $50,000 and in the event that the option is not exercised, SB shall pay the Company an amount equal to ten (10%) percent of BreedIT Israel's gross profits, for a period of three (3) years.
On November 22, 2015 BreedIt entered into preliminary merger agreement with Novomic Ltd. an Israeli company. On February 8, 2016, BreedIt entered in a definitive material agreement for the merger which is expected to close during Q2 2016.
ITEM 1A.
ITEM 1A. RISK FACTORS Back to Table of Contents
Risks Relating to Our Business
Our executive officers and directors have 	significant voting power and may take actions that may be different than 	actions sought by our other stockholders.
Our officers and directors 	own approximately 18% of the outstanding shares of our common stock. These 	stockholders will be able to exercise significant influence over all matters 	requiring stockholder approval. This influence over our affairs might be 	adverse to the interest of our other stockholders. In addition, this 	concentration of ownership could delay or prevent a change in control and 	might have an adverse effect on the market price of our common stock.
Our officers and directors are located in Israel and our assets may also 	be held from time to time outside of the United States.
Since all of 	our officers and directors are currently located in and/or are residents of 	Israel, any attempt to enforce liabilities upon such individuals under the 	U.S. federal securities and bankruptcy laws may be difficult. In accordance 	with the Israeli Law on Enforcement of Foreign Judgments, 5718-1958, and 	subject to certain time limitations (the application to enforce the judgment 	must be made within five years of the date of judgment or such other period 	as might be agreed between Israel and the United States), an Israeli court 	may declare a foreign civil judgment enforceable if it finds that:
- the 	judgment was rendered by a court which was, according to the laws of the 	State in which the court is located, competent to render the judgment;
- 	the judgment may no longer be appealed;
- the obligation imposed by the 	judgment is enforceable according to the rules relating to the 	enforceability of judgments in Israel and the substance of the judgment is 	not contrary to public policy; and
- the judgment is executory in the 	State in which it was given.
An Israeli court will not declare a foreign 	judgment enforceable if:
- the judgment was obtained by fraud;
- 	there is a finding of lack of due process;
- the judgment was rendered 	by a court not competent to render it according to the laws of private 	international law in Israel;
- the judgment is in conflict with another 	judgment that was given in the same matter between the same parties and that 	is still valid; or
- the time the action was instituted in the foreign 	court, a suit in the same matter and between the same parties was pending 	before a court or tribunal in Israel.
Furthermore, Israeli courts may 	not adjudicate a claim based on a violation of U.S. securities laws if the 	court determines that Israel is not the most appropriate forum in which to 	bring such a claim. Even if an Israeli court agrees to hear such a claim, it 	may determine that Israeli law, not U.S. law, is applicable to the claim. If 	U.S. law is found to be applicable, the content of applicable U.S. law must 	be proven as a fact, which can be a time-consuming and costly process.
Our assets may also be held from time to time outside of the United 	States. Since our directors and executive officers are foreign citizens and 	do not reside in the United States, it may be difficult for courts in the 	United States to obtain jurisdiction over our foreign assets or persons, and 	as a result, it may be difficult or impossible for you to enforce judgments 	rendered against us or our directors or executive officers in United States 	courts. Thus, investing in us may pose a greater risk because should any 	situation arise in the future in which you would have a cause of action 	against these persons or against us, you may face potential difficulties in 	bringing lawsuits or, if successful, in collecting judgments against these 	persons or against the Company.
Regulatory Risks
We face risks 	related to compliance with corporate governance laws and financial reporting 	standards.
The Sarbanes-Oxley Act of 2002, as well as related new 	rules and regulations implemented by the Securities and Exchange Commission 	and the Public Company Accounting Oversight Board, require changes in the 	corporate governance practices and financial reporting standards for public 	companies. These new laws, rules and regulations, including compliance with 	Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control 	over financial reporting, have materially increased the legal and financial 	compliance costs of small companies and have made some activities more 	time-consuming and more burdensome.
We may not have effective 	internal controls.
In connection with Section 404 of the 	Sarbanes-Oxley Act of 2002, we need to assess the adequacy of our internal 	control, remedy any weaknesses that may be identified, validate that 	controls are functioning as documented and implement a continuous reporting 	and improvement process for internal controls. We may discover deficiencies 	that require us to improve our procedures, processes and systems in order to 	ensure that our internal controls are adequate and effective and that we are 	in compliance with the requirements of Section 404 of the Sarbanes-Oxley 	Act. If the deficiencies are not adequately addressed, or if we are unable 	to complete all of our testing and any remediation in time for compliance 	with the requirements of Section 404 of the Sarbanes-Oxley Act and the SEC 	rules under it, we would be unable to conclude that our internal controls 	over financial reporting are designed and operating effectively, which could 	adversely affect investor confidence in our internal controls over financial 	reporting.
Risks Relating to Operating in Israel.
We conduct 	our operations in Israel and therefore our results may be adversely affected 	by political, economic and military instability in Israel or the Middle 	East.
Our subsidiary offices and our officers and directors are 	located in Israel. Accordingly, political, economic and military conditions 	in Israel and the Middle East may directly affect our business. Since the 	establishment of the State of Israel in 1948, a number of armed conflicts 	have taken place between Israel and its Arab neighbors. Any hostilities 	involving Israel or the interruption or curtailment of trade within Israel 	or between Israel and its trading partners could adversely affect our 	operations and could make it more difficult for us to raise capital. Since 	September 2000, terrorist violence in Israel has increased significantly and 	negotiations between Israel and Palestinian representatives have not 	achieved a peaceful resolution of the conflict. The establishment in 2006 	of a government in Gaza by representatives of the Hamas militant group has 	created additional unrest and uncertainty in the region.
Further, 	Israel is currently engaged in an armed conflict with Hamas, which until 	Operation Cast Lead in January 2009 had involved thousands of missile 	strikes and had disrupted most day-to-day civilian activity in southern 	Israel. The missile attacks by Hamas did not target Tel Aviv, the location 	of our principal executive offices; however, any armed conflict, terrorist 	activity or political instability in the region may negatively affect 	business conditions and could significantly harm our results of operations. ITEM 1B.
ITEM 1B. UNRESOLVED STAFF 	COMMENTS Back to Table of Contents
None.
ITEM 2.
ITEM 2. PROPERTIES Back to Table of Contents
Our corporate office is at 40 	Wall Street, 28th Floor New York, NY 10005. The space is sufficient until we actively commence our 	new business. At such time, we believe that adequate 	facilities will be available at terms satisfactory to the Company.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS Back to Table of Contents
We know of no 	material, active or pending legal proceedings against our Company, nor of 	any proceedings that a governmental authority is contemplating against us. 	We know of no material proceedings to which any of our directors, officers, 	affiliates, owner of record or beneficially of more than 5 percent of our 	voting securities or security holders is an adverse party or has a material 	interest adverse to our interest.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES Back to Table of Contents
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER Back to Table of Contents
Market Information
Our Common Shares are traded on the over-the-counter market and quoted on the OTCQB under the symbol BRDT. The high and the low bid prices for our shares of common stock are based on inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. The table below sets forth the range of high and low bid information for our shares of common shares as quoted on the OTCQB for each of the quarters during the fiscal year ended December 31, 2015, 2014 and 2013. This information has been adjusted to reflect the 10-for-1 forward stock split that was effective March 2, 2012.
Holders of our Common Shares
As of April 4, 2016, there were 44 registered stockholders holding 144,419,173 common shares.
Dividends
Since our inception, we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of directors will determine future declarations and payments of dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.
Securities Authorized for Issuance under Equity Compensation Plans
As of year-end, the employees stock option plan was suspended due to the separation agreement from BreedIt Ltd.
Recent Sales of Unregistered Securities; Use of Proceeds from Sale of Registered Securities
On March 3, 2014 the Company issued 1,000,000 restricted 	shares of common stock in consideration for investor relations (IR) services 	provided to the Company. The shares were valued at $480,000 based on the 	closing price of the Company's common stock on the date of grant.
From January 23, 2014 to September 30, 2014 the Company sold 	to 10 non-US private accredited investors a total of 6,461,666 shares for 	cash consideration of $923,000 at an average price of $0.143.
From March 10, 2014 through September 30, 2014, the Company 	sold to 12 non-US private accredited investors, a total of 3,270,000 units 	for cash consideration of $667,750 at an average price of $0.204 (the 	"Units"), each unit comprised of one share of common stock, one class C 	warrant with 24 months term exercisable at a price of $0.35; The relative 	fair value of the stock with attached warrants was $189,300 for the common 	stock, $478,450 for class C warrants.
On February 24, 2014 and March 13, 2014 3 share and warrant 	holders exercised warrants and were issued 1,144,262 shares for cash 	consideration of $48,000.
On February 18, 2014 the Company issued to 	Dr. Oded Sagee minority owner and founder of BreedIT Ltd., 2,200,000 shares 	of our common stock valued based on the closing market price on the 	acquisition date at $151,800; 2,200,000 Class A options for the purchase of 	2,200,000 shares of our common stock at $0.055 per share valued using the 	black-scholes model with volatility of 122% and a discount rate of 0.23% for 	a total value of $84,967; and 2,200,000 Class B options for the purchase of 	2,200,000 shares of our common stock at $0.065 per share valued using the 	black-scholes model with volatility of 122% and a discount rate of 0.23% for 	a total value of $84,680.
During the period from February 19, 2014 to March 4, 2014, 	the Company granted a total of 5,050,000 stock options (the "Options") to 4 	Company directors and officers who are also minatory owners. The Options, 	which are fully vested, are exercisable at a price of $0.05 per Share. 	1,400,000 options were valued using the Black-Scholes model with 128% 	volatility and 2.17% discount rate and 3,650,000 were valued using the 	Black-Scholes model with 154% volatility and 2.17% discount rate for a total 	of $2,594,210.
On March 12, 2014 the Company issued 30,000 warrants with 	term of 36 months, exercisable at $0.60 per share to 1 entity in 	consideration for public relations services provided to the company. The 	warrants were valued using the Black-Scholes model with 117% volatility and 	0.22% discount rate for a total of $16,134.
On April 1, 2014 and April 7, 2014 the Company sold to 2 	private accredited investors, a total of 1,215,000 units for cash 	consideration of $250,150 at an average price of $0.206 (the "Units"), each 	unit comprised of one share of common stock, one class C warrant with 24 	months term exercisable at a price of $0.35; The relative fair value of the 	stock with attached warrants was $61,984 for the common stock, $188,166 for 	class C warrants.
On May 8, 2014 the Company sold to 1 private 	accredited investor, a total of 666,667 units for cash consideration of 	$200,001 at a price of $0.30 (the "Units"), each unit comprised of one share 	of common stock, one class H warrant with 3 months term exercisable at a 	price of $0.30 and one class I warrant with 18 month term exercisable at 	price of $0.45; The relative fair value of the stock with attached warrants 	was $69,916 for the common stock, $130,085 for warrants.
On April 12, 	2014 the Company issued 1,000,000 warrants, vesting over 12 quarters in 	equal amounts starting July 1, 2014 with term of 36 months from vesting 	date, exercisable at $0.35 per share to 1 entity in consideration for 	serving on the company's scientific advisory board. The warrants were valued 	using the Black-Scholes model with 284% volatility and 1.10% discount rate 	for a total of $71,885 of this amount $26,957 was expensed during the year 	with balance to be expensed over the remaining term.
On April 14, 	2014 and on June 22, 2014 2 share and warrant holders exercised warrants for 	cash consideration of $140,000, in return 2,600,000 shares were issued.
During Q2 2014 one shareholder converted $4,000 of debt and accrued 	interest to 200,000 shares at a conversion price of $0.02 per share. The 	conversion occurred within the terms of the convertible note agreements with 	no gain or loss recorded.
Between September 9, 2014 and October 1, 	2014 2 share and warrant holders exercised warrants for cash consideration 	of $51,500, in return 900,000 shares were issued.
On August 17, 2014 	and October 28, 2014 the Company issued 136,000 restricted shares of common 	stock in consideration for investor relations (IR) services provided to the 	Company. The shares were valued at $26,040 based on the closing price of the 	Company's common stock on the date of grant.
On October 2, 2014 850,000 stock options (the "Options") to 	1 Company officer who is also a minority owner. The Options, vest over 9 	quarters and are exercisable at a price of $0.05 per Share. The options were 	valued using the Black-Scholes model with 281% volatility and 0.23% discount 	rate for a total value of $152,955 with $52,185 expensed during Q4 2014 and 	$12,596 to be expenses over 8 additional quarters.
On January 25, 2015 the company granted a total of 6,000,000 	stock options (the "Options") to 3 Company officers who are also minority 	owners and 1 employee. The Options, vest over 2 quarters and are exercisable 	at a price of $0.10 per Share. The options were valued using the 	Black-Scholes model with 241% volatility and 1.33% discount rate for a total 	value of $429,679. $149,354 of this amount was expensed in Q1 2015, $209,094 	in Q2 2015 and $71,230 in Q3 2015.
On February 24, 2015 and March 31, 2015 the Company issued 1,900,000 restricted shares of common stock in consideration for investor relations (IR) services provided to the Company. The shares were valued at $114,600 based on the closing price of the Company's common stock on the date of grant.
On March 15, 2015 two note holders converted $145,886 of debt and accrued interest to 2,917,698 shares at a conversion price of $0.05 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.
On April 27, 2015 one share and warrant holders exercised warrants for cash consideration of $110,000, in return 2,000,000 shares were issued.
On August 10, 2015 five note holders converted $103,150 of debt and accrued interest to 8,251,963 shares at a conversion price of $0.0125 per share. The conversion price per share was amended from $0.02 to $0.0125 by the board of directors and a $60,182 loss was recorded related to the change in conversion price. Following the change in conversion price the conversion occurred within the terms of the amended agreement so no gain or loss was recorded on the conversion.
From November 25, 2015 through December 2, 2015, the Company sold to 11 non-US private accredited investors, a total of 26,500,000 units for cash consideration of $265,000 at a price of $0.01 (the "Units"), each unit comprised of one share of common stock.
Between November 10, 2015 and December 1, 2015 the Company issued 10,800,000 restricted shares of common stock in consideration for services provided to the Company. The shares were valued at $157,320 based on the closing price of the Company's common stock on the date of grant.
Share based payment transactions were accounted for in 	accordance with the requirements of ASC 505-50 Equity Based Payments to Non 	Employees. Paragraph 505-50-30-6 establishes that share-based payment 	transactions with nonemployees shall be measured at the fair value of the 	consideration received or the fair value of the equity instruments issued, 	whichever is more reliably measurable. The Company measured share-based 	payment transactions at the fair value of the shares issued at date of 	grant, the Company believes that the value of the shares is more reliably 	measurable.
On March 1, 2012, the Company filed a Certificate of 	Amendment to its Certificate of Incorporation effecting a forward stock 	split of the Company's issued and outstanding shares of Common Stock at a 	ratio of ten-to-one (the "Forward Split"). The Certificate of Amendment 	provides that each outstanding share of the Company's Common Stock, par 	value $0.0001 per share, will be split and converted, automatically, without 	further action, into ten (10) shares of Common Stock of $0.00001 par value 	per share. The Forward Split has been reflected in the Company's financial 	statements for year ended December 31, 2013 and 2012.
The Company believes that the issuances and sale of the 	restricted shares were exempt from registration pursuant to Section 4(2) of 	the Act as privately negotiated, isolated, non-recurring transactions not 	involving any public solicitation. The recipients in each case represented 	their intention to acquire the securities for investment only and not with a 	view to the distribution thereof. Appropriate restrictive legends are 	affixed to the stock certificates issued in such transactions. All 	recipients of restricted shares either received adequate information about 	the Company or had access, through employment, relation and/or business 	relationships with the Company to such information.
Purchases of 	Equity Securities by the Issuer and Affiliated Purchases
During the fourth quarter of the fiscal year ended December 31, 2015, neither we nor any "affiliated purchaser," as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.
During the years ended December 31, 2015 and 2014, the Company issued the following restricted securities to "affiliated purchasers":
During the period from February 19, 2014 to March 4, 2014, the Company granted a total of 5,050,000 stock options (the "Options") to 4 Company directors and officers who are also minatory owners. The Options, which are fully vested, are exercisable at a price of $0.05 per Share. 1,400,000 options were valued using the Black-Scholes model with 128% volatility and 2.17% discount rate and 3,650,000 were valued using the Black-Scholes model with 154% volatility and 2.17% discount rate for a total of $2,594,210.
On January 23, 2014 to September 30, 2014 the Company sold to 1 non-US private accredited investor who is also an affiliated party 300,000 shares for total cash consideration of $30,000 at price of $0.10.
On February 18, 2014 the Company issued to Dr. Oded Sagee minority owner and founder of BreedIT Ltd., 2,200,000 shares of our common stock valued based on the closing market price on the acquisition date at $151,800; 2,200,000 Class A options for the purchase of 2,200,000 shares of our common stock at $0.055 per share valued using the black-scholes model with volatility of 122% and a discount rate of 0.23% for a total value of $84,967; and 2,200,000 Class B options for the purchase of 2,200,000 shares of our common stock at $0.065 per share valued using the black-scholes model with volatility of 122% and a discount rate of 0.23% for a total value of $84,680.
On April 14, 2014 1 share and warrant holder who is an affiliate party exercised warrants for cash consideration of $110,000, in return 2,000,000 shares were issued.
On October 2, 2014, 850,000 stock options (the "Options") were granted to 1 Company officer who is also a minority owner. The Options, vest over 9 quarters and are exercisable at a price of $0.05 per Share. The options were valued using the Black-Scholes model with 281% volatility and 0.23% discount rate for a total value of $152,955 with $52,185 expensed during Q4 2014 and $12,596 to be expenses over 8 additional quarters.
On December 1, 2015, the Company granted a total of 3,600,000 shares to Yaad Management and Consulting Ltd., a company controlled by Mr. Itschak Shrem an officer and minority owner valued at $54,720.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA Back to Table of Contents
None.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 	FINANCIAL CONDITIONS AND RESULTS OF OPERATION Back to Table of Contents
The following Management's Discussion and Analysis of 	Financial Condition and Results of Operations ("MD&A") is intended to help 	you understand our historical results of operations during the periods 	presented and our financial condition. This MD&A should be read in 	conjunction with our consolidated financial statements and the accompanying 	notes to consolidated financial statements, and contains forward-looking 	statements that involve risks and uncertainties. See section entitled 	"Forward-Looking Statements" above.
Executive Overview
We are a company with limited operations and no significant revenues from our business operations. There is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we enter into licensing agreements with additional online gaming servers, or web advertisers, to permit them to offer games of skill on our platform as part of their member services, or as part of their advertising campaign. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.
In our management's opinion, there is a potential demand for our technology which will enable online game service providers, and websites engaged in marketing efforts designed to increase traffic, to provide a platform offering financial rewards to winners of online competitive games of skill.
On July 10, 2011, we executed a license agreement with GT-SAT International S.A.R.L ("GT-SAT"), a corporation organized under the laws of Luxemburg. Such license agreement granted GT-SAT a non-exclusive right to develop websites and offer online games based on our proprietary gaming platform in Europe, with an exclusive license to develop websites and offer online games based on our proprietary gaming platform in Luxembourg, Belgium, and Holland. In consideration of such license, GT-SAT made an upfront, non-refundable, payment of $90,000 and has agreed to pay us royalties on future revenues. On December 26, 2011, GT-SAT terminated this agreement. The stated reason for termination was the economic situation in Europe.
On July 1, 2011, we executed a license agreement with Yanir Levin Ltd., an Israeli corporation. Such license agreement granted the licensee a non-exclusive right to develop websites and offer online games based on our proprietary gaming platform in Asia, with an exclusive license to develop websites and offer online games based on our proprietary gaming platform in Israel. In consideration of the license granted to the licensee, the licensee made an upfront, non refundable, payment of $29,000 and has agreed to pay us royalties on future revenues.
In April 2011, we raised $40,000 and issued 400,000 shares of our common stock to two non-US investors. These transactions did not involve any underwriters, underwriting discounts or commissions, nor any public offering. We believe these transactions were exempt from registration pursuant to Regulation S of the Securities Act.
On August 19, 2013, we disclosed that we had entered into a preliminary agreement (the "Preliminary Agreement") with BreedIT Israel and its founder, Dr. Oded Sagee, pursuant to which we agreed to acquire 66.67% of BreedIT Israel's capital stock. Subsequently, we were issued 200 shares of BreedIT Israel's capital stock ("Ordinary Shares") which represent 66.67% of BreedIT's outstanding Ordinary Shares with the founder, Dr. Oded Sagee owning the remaining 100 Ordinary Shares, representing 33.33% of the outstanding Ordinary Shares.
In connection with the Preliminary Agreement, we agreed with Dr. Sagee that prior to the execution of any definitive agreement, certain conditions had to be satisfied, including, but not limited to: (i) completion of due diligence reviews; (ii) obtaining requisite regulatory approvals; and (iii) the execution of the binding agreement by and between BreedIT Israel and a leading Israeli university granting BreedIT Israel the exclusive, world-wide license for a unique and highly sophisticated decision making software used for the purpose of advanced agriculture breeding (the "IDSS Software").
On October 21, 2013, we filed our Form 8-K report disclosing that the Registrant, BreedIT Israel and Dr. Sagee executed the definitive Share Purchase Agreement (the "SPA") which provided that we inject an initial investment of US$245,000 (the "Initial Investment") which the parties agreed should be sufficient to fund BreedIT Israel's operations during the ensuing twelve-month period. The Registrant and BreedIT Israel further agreed that the remaining US$755,000 of the US$1,000,000 investment amount be funded from time to time, based upon BreedIT Israel's financial needs during the twelve-month period. The closing of the SPA was subject to the execution of the binding License Agreement between BreedIT Israel and the leading Israeli academic institution (the "Licensor"), which closed on October 24, 2013.
Consideration for the purchase was paid by us through issuance of BreedIT Corp. Common Stock and Class A/B Options, the fair market value of the Tangible/Intangible Assets acquired, as of the valuation date, was determined to be $849,671 and the excess fair value of the assets over the fair value of the identifiable assets owned at closing of $630,880 was booked as goodwill. As the company is not generating income from the software sales and to ensure the asset is carried at no more than the recoverable amount, $630,880 or entire goodwill amount was impaired to expense during Q4 of 2013.
On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), BreedIT Israel's founder and minority stockholder, Dr. Oded Sagee ("Dr. Sagee") and Star Biotech Ltd, an Israeli company controlled by Dr. Sagee ("SB"). the Company and Dr. Sagee agreed to enter into the Separation Agreement based upon the determination by the Company that it had fulfilled its obligation to fund up to but not more than $1 million on behalf of BreedIT Israel but was not willing to continue to fund BreedIT Israel as a result of the financial condition and result of operations of BreedIT Israel and the estimate of future revenues presented by Dr. Sagee. The company agreed that its Equity Interest shall be diluted from sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. SB shall have the option to acquire the company's shares for the sum of $50,000 and in the event that the option is not exercised, SB shall pay the Company an amount equal to ten (10%) percent of BreedIT Israel's gross profits, for a period of three (3) years.
On November 22, 2015 BreedIt entered into preliminary merger agreement with Novomic Ltd. And Israeli company. On February 8, 2016 BreedIt entered in a definitive material agreement for the merger which is expected to close during Q2 2016.
Results of Operations during the year ended December 31, 2015 as compared to the year ended December 31, 2014
During 2015 we generated revenues of $5,848 compared to revenues of $5,824 during 2014. Our research and development expenses decreased to $0 during 2015 compared to $207,246 during the same period in the prior year. The decrease was due to separation from our former subsidiary BreedIt Ltd. Our general and administrative expenses during 2015 were $1,106,194 as compared to $4,139,929 during 2014. The significant decrease was due to separation from our former held subsidiary BreedIt Ltd and decreased non-cash compensation. We incurred a net loss of $1,179,097 attributable to BreedIT Corp during 2015 before discontinued operations and $1,533,589 including discontinued operations, compared to a net loss of $4,365,589 in 2014.
Purchase or Sale of Equipment
Other than the purchase of servers, work stations and relevant literature, we do not expect to purchase or sell any plant or significant equipment.
Liquidity and Capital Resources
Our balance sheet as of December 31, 2015 reflects assets of $1,059,381 consisting of cash and cash equivalents of $356,037 certificates of deposit of $640,418 and prepaid assets of 62,926. As of December 31, 2014 reflects assets of $1,788,625 consisting of cash and cash equivalents of $1,041,960, certificates of deposit of $639,979, and assets held for sale of $106,686.
As of December 31, 2015, we had total current liabilities of $2,804 consisting of deferred revenues.
As of December 31, 2014, we had total current liabilities of $389,536 consisting of $2,461 in accounts payable and accrued liabilities, $40,910 accrued interest payable, $18,000 due to related parties, $5,800 in deferred revenues, $201,000 in convertible notes payable, net of discount, and $121,365 in liabilities, related to assets held for sale. As of December 31, 2014, we had $2,852 in long-term deferred revenues.
We had positive working capital of $1,056,577 as of December 31, 2015 compared to positive working capital of $1,396,237 at December 31, 2014. Such working capital has been sufficient to sustain our operations to date. Our total liabilities as of December 31, 2015 were $2,804 compared to $392,388 at December 31, 2014.
During 2015, we used $1,029,288 in our operating activities. This resulted from a net loss of $1,533,589, a gain of $6,780 on deconsolidation of our former subsidiary, increase to other assets of $439, increase in prepaid expenses of $62,926, decrease in accounts payable of $272,166, decrease in related parties payables of $18,000 and decrease in deferred revenues of $5,752 offset principally by $763,314 related to non-cash compensation, $9,472 loss of JV, $60,182 loss on debt extinguishment, $30,207 decrease in accounts receivable and $7,126 increase in accrued liabilities.
During 2014, we used $1,806,298 in our operating activities. This resulted from a net loss of $4,565,330, increase to other assets of $639,936, increase in accounts receivable of $30,270, decrease in deferred revenues of $5,824 and offset principally by $3,195,525 related to non-cash compensation, $128,192 amortization expenses related to debt discount, $89,597 increase in accounts payable and accrued liabilities, $3,736 loss on JV, depreciation expense $2,317 and $15,695 increase related parties payable.
During the year ended December 31, 2015, we used $33,493 from decrease in cash from deconsolidation.
During the year ended December 31, 2015, we financed our negative cash flow from sale of common stock in the amount of $265,000, proceeds from exercise of warrants in the amount of $110,000 and $13,020 from donated capital from a related party.
During the year ended December 31, 2014, we used $23,097 from investing activities which resulted from $14,075 cash paid for investment and $9,022 purchases of equipment.
During the year ended December 31, 2014, we financed our negative cash flow from sale of common stock in the amount of $2,040,900 and proceeds from exercise of warrants in the amount of $239,500.
While management of the Company believes that the Company will be successful in its current and planned operating activities, there can be no assurance that the Company will be successful in the achievement of sales of its products that will generate sufficient revenues to earn a profit and sustain the operations of the Company.
Our ability to create sufficient working capital to sustain us over the next twelve month period, and beyond, is dependent on our entering into additional licensing agreement and on our success in issuing additional debt or equity, or entering into strategic arrangement with a third party. There can be no assurance that sufficient capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
Going Concern Consideration
There is substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures with respect to this matter.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
Our significant accounting policies are described in the notes to our 	financial statements for the years ended December 31, 2015 and 2014, and are 	included elsewhere in this annual report.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Back to Table of Contents
We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Back to Table of Contents
Report of Independent Registered Public Accounting Firm
Financial Statements for the Years Ended December 31, 2015 and 2014
Balance Sheets
	Statements of Operations
	Statements of Comprehensive Income (Loss)
	
Statement of Stockholders' Deficit
	
Statements of Cash Flows
	Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Back to
To the Board of Directors
BreedIt Corp.
Tel Aviv, Israel
We have audited the accompanying balance sheets of BreedIt 	Corp. as of December 31, 2015 and 2014 and the related statements of 	operations, stockholders' deficit and cash flows for the years then ended. 	These financial statements are the responsibility of the Company's 	management. Our responsibility is to express an opinion on these financial 	statements based on our audits.
We conducted our audits in accordance with standards of the 	Public Company Accounting Oversight Board (United States). Those standards 	require that we plan and perform the audits to obtain reasonable assurance 	about whether the financial statements are free of material misstatement. 	The Company is not required to have, nor were we engaged to perform, an 	audit of its internal control over financial reporting. Our audits included 	consideration of internal control over financial reporting as a basis for 	designing audit procedures that are appropriate in the circumstances, but 	not for the purpose of expressing an opinion on the effectiveness of the 	Company's internal control over financial reporting. Accordingly, we express 	no such opinion. An audit includes examining, on a test basis, evidence 	supporting the amounts and disclosures in the financial statements. An audit 	also includes assessing the accounting principles used and significant 	estimates made by management, as well as evaluating the overall financial 	statement presentation. We believe that our audits provide a reasonable 	basis for our opinion.
In our opinion, the financial statements referred to above 	present fairly, in all material respects, the financial position of BreedIt 	Corp. as of December 31, 2015 and 2014 and the results of its operations and 	cash flows for the periods described above in conformity with accounting 	principles generally accepted in the United States of America.
The 	accompanying financial statements have been prepared assuming that the 	Company will continue as a going concern. As discussed in Note 3 to the 	financial statements, the Company suffered a net loss from operations and 	has a net capital deficiency, which raises substantial doubt about its 	ability to continue as a going concern. Management's plans regarding those 	matters are also described in Note 3. The financial statements do not 	include any adjustments that might result from the outcome of this 	uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
	April 4, 201
	
BREEDIT CORP.
(formerly Progaming Platforms Corp.)
Notes to Financial Statements
December 31, 2015
Back to
Note 1. Summary of Significant Accounting Policies Basis of Presentation 	and Organization
	BreedIt Corp. ("BreedIt" or the "Company") is a Delaware corporation and has 	thus far very limited sales activity. The Company was incorporated under the 	laws of the State of Delaware on May 26, 2010. On October 24, 2013 we 	entered into an agreement to acquire 66.67% of BreedIT Israel's capital 	stock. Subsequently, we were issued 200 shares of BreedIT Israel's capital 	stock ("Ordinary Shares") which represent 66.67% of BreedIT's outstanding 	Ordinary Shares with the founder, Dr. Oded Sagee owning the remaining 100 	Ordinary Shares, representing 33.33% of the outstanding Ordinary Shares.
	BreedIT Ltd. signed a binding agreement with a leading Israeli university 	granting BreedIT Ltd. the exclusive, world-wide license for a unique and 	highly sophisticated decision making software used for the purpose of 	advanced agriculture breeding (the "IDSS Software"). The business plan of 	the Company through its BreedIT Ltd subsidiary is to further develop and 	market the IDSS Software system globally to the agricultural breeding 	industry.
	The accompanying financial statements of the Company were prepared from the 	accounts of the Company under the accrual basis of accounting.
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. As 	of December 31, 2015 and 2014, we had cash and cash equivalents of $356,037 	and $1,041,960, respectively.
Certificate of Deposit
	The certificates of deposit bear an interest rate of 0.02%, mature every 7 	days and renew automatically at end of every period.
Discontinued Operations
	The Company follows the policy of segregating the assets and liabilities of 	subsidiaries or lines of business on its Balance Sheet from the assets 	liabilities of continuing subsidiaries or lines of businesses when it is 	decided to close or dispose of a subsidiary or line of business. The Company 	also, follows the policy of separately disclosing the assets and liabilities 	and the net operations of a subsidiary or line of business in its financial 	statements when it is decided to close or dispose of a subsidiary or line of 	business.
Revenue Recognition
	The Company recognizes revenue from licensing its software to customers for 	contractually defined periods of time. The Company recognizes revenue 	ratably over the term of the contract in accordance with ASC 605 (1) when 	the price is fixed and determinable, (2) persuasive evidence of an 	arrangement exists, (3) delivery has occurred or services have been 	provided, and (4) collectability is assured.
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.
Income Taxes
	Income taxes are accounted for under the asset and liability method. 	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 December 31, 2015 and 2014, the carrying value of 	accounts payable and accrued liabilities approximated fair value due to the 	short-term nature and maturity of these instruments.
Property and Equipment
	Property and equipment are stated at cost, net of accumulated depreciation. 	Depreciation is calculated by the straight-line method over the estimated 	useful lives of the assets. The annual depreciation rates are as follows:
	Computers and electronic equipment 33%
	For the year ended December 31, 	2015 and 2014 total additions to property and 	equipment were $0 and $8,838, total accumulated depreciation is $0 and $2,912 and total 	depreciation expense is $0 and $2,317, respectively.
	Following is a summary of Property and Equipment, net for the years ended 	December 31, 2015 and 2014.
December 31, 2015
	
December 31, 2014
Computers
	$0
	$9,785
Accumulated 	depreciation
	
(2,912)
Property and 	Equipment, net $0
	
$6,873
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. As of December 31, 2015 and 2014, no events or circumstances occurred 	for which an evaluation of the recoverability of long-lived assets was 	required.
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 of December 31, 2015 and 2014, 	and expenses for the year ended December 31, 2015, and the periods from 	inception to December 31, 2015. Actual results could differ from those 	estimates made by management.
Impact of Recently Issued Accounting Standards
	In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations 	(Topic 805) ("ASU 2015-16"). Topic 805 requires that an acquirer 	retrospectively adjust provisional amounts recognized in a business 	combination, during the measurement period. To simplify the accounting for 	adjustments made to provisional amounts, the amendments in the Update 	require that the acquirer recognize adjustments to provisional amounts that 	are identified during the measurement period in the reporting period in 	which the adjustment amount is determined. The acquirer is required to also 	record, in the same period's financial statements, the effect on earnings of 	changes in depreciation, amortization, or other income effects, if any, as a 	result of the change to the provisional amounts, calculated as if the 	accounting had been completed at the acquisition date. In addition an entity 	is required to present separately on the face of the income statement or 	disclose in the notes to the financial statements the portion of the amount 	recorded in current-period earnings by line item that would have been 	recorded in previous reporting periods if the adjustment to the provisional 	amounts had been recognized as of the acquisition date. ASU 2015-16 is 	effective for fiscal years beginning December 15, 2015. The adoption of ASU 	2015-016 is not expected to have a material effect on the Company's 	consolidated financial statements.
	In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts 	with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). 	The amendment in this ASU defers the effective date of ASU No. 2014-09 for 	all entities for one year. Public business entities, certain not-for-profit 	entities, and certain employee benefit plans should apply the guidance in 	ASU 2014-09 to annual reporting periods beginning December 15, 2017, 	including interim reporting periods within that reporting period. Earlier 	application is permitted only as of annual reporting periods beginning after 	December 31, 2016, including interim reporting periods with that reporting 	period.
	In April 2015, the Financial Accounting Standards Board ("FASB") issued 	Accounting Standards Update ("ASU") No. 2015-03, Interest-Imputation of 	Interest (Subtopic 835-30) ("ASU 2015-03"), which changes the presentation 	of debt issuance costs in financial statements. ASU 2015-03 requires an 	entity to present such costs in the balance sheet as a direct deduction from 	the related debt liability rather than as an asset. Amortization of the 	costs will continue to be reported as interest expense. It is effective for 	annual reporting periods beginning after December 15, 2016. Early adoption 	is permitted. The new guidance will be applied retrospectively to each prior 	period presented. The Company is currently in the process of evaluating the 	impact of adoption of ASU 2015-03 on its balance sheets.
	On November 2014, The Financial Accounting Standards Board (FASB) issued 	Accounting Standard Update No. 2014-16-Derivatives and Hedging (Topic 815): 	Determining Whether the Host Contract in a Hybrid Financial Instrument 	Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus 	of the FASB Emerging Issues Task Force). The amendments in this Update do 	not change the current criteria in GAAP for determining when separation of 	certain embedded derivative features in a hybrid financial instrument is 	required. That is, an entity will continue to evaluate whether the economic 	characteristics and risks of the embedded derivative feature are clearly and 	closely related to those of the host contract, among other relevant 	criteria. The amendments clarify how current GAAP should be interpreted in 	evaluating the economic characteristics and risks of a host contract in a 	hybrid financial instrument that is issued in the form of a share. The 	effects of initially adopting the amendments in this Update should be 	applied on a modified retrospective basis to existing hybrid financial 	instruments issued in the form of a share as of the beginning of the fiscal 	year for which the amendments are effective. Retrospective application is 	permitted to all relevant prior periods.
	On November 2014, The Financial Accounting Standards Board (FASB) issued 	Accounting Standard Update No. 2014-17-Business Combinations (Topic 805): 	Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). 	The amendments in this Update provide an acquired entity with an option to 	apply pushdown accounting in its separate financial statements upon 	occurrence of an event in which an acquirer obtains control of the acquired 	entity. The amendments in this Update are effective on November 18, 2014. 	After the effective date, an acquired entity can make an election to apply 	the guidance to future change-in-control events or to its most recent 	change-in-control event. However, if the financial statements for the period 	in which the most recent change-in-control event occurred already have been 	issued or made available to be issued, the application of this guidance 	would be a change in accounting principle.
	On August 2014, The Financial Accounting Standards Board (FASB) issued 	Accounting Standard Update No. 2014-15, Presentation of Financial Statements 	- Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an 	Entity's Ability to Continue as a Going Concern. The amendments require 	management to assess an entity's ability to continue as a going concern by 	incorporating and expanding upon certain principles that are currently in 	U.S. auditing standards. Specifically, the amendments (1) provide a 	definition of the term substantial doubt, (2) require an evaluation every 	reporting period including interim periods, (3) provide principles for 	considering the mitigating effect of management's plans, (4) require certain 	disclosures when substantial doubt is alleviated as a result of 	consideration of management's plans, (5) require an express statement and 	other disclosures when substantial doubt is not alleviated, and (6) require 	an assessment for a period of one year after the date that the financial 	statements are issued (or available to be issued). The amendments in this 	Update are effective for the annual period ending after December 15, 2016, 	and for annual periods and interim periods thereafter. Early application is 	permitted.
	In June 2014, the Financial Accounting Standards Board ("FASB") issued 	Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities". 	The amendments in this update remove the definition of a development stage 	entity from the Master Glossary of the ASC thereby removing the financial 	reporting distinction between development stage entities and other reporting 	entities from U.S. GAAP. In addition, the amendments eliminate the 	requirements for development stage entities to (1) present inception-to-date 	information in the statements of income, cash flows, and shareholder equity, 	(2) label the financial statements as those of a development stage entity, 	(3) disclose a description of the development stage activities in which the 	entity is engaged, and (4) disclose in the first year in which the entity is 	no longer a development stage entity that in prior years it had been in the 	development stage. The amendments in this update are applied 	retrospectively. The adoption of ASU 2014-10 removed the development stage 	entity financial reporting requirements from the Company.
	In June 2014, the Financial Accounting Standards Board (FASB) issued 	Accounting Standards Update (ASU) No. 2014-12, Compensation - Stock 	Compensation (Topic 718): Accounting for Share-Based Payments When the Terms 	of an Award Provide That a Performance Target Could Be Achieved after the 	Requisite Service Period. The new guidance requires that share-based 	compensation that require a specific performance target to be achieved in 	order for employees to become eligible to vest in the awards and that could 	be achieved after an employee completes the requisite service period be 	treated as a performance condition. As such, the performance target should 	not be reflected in estimating the grant-date fair value of the award. 	Compensation costs should be recognized in the period in which it becomes 	probable that the performance target will be achieved and should represent 	the compensation cost attributable to the period(s) for which the requisite 	service has already been rendered. If the performance target becomes 	probable of being achieved before the end of the requisite service period, 	the remaining unrecognized compensation cost should be recognized 	prospectively over the remaining requisite service period. The total amount 	of compensation cost recognized during and after the requisite service 	period should reflect the number of awards that are expected to vest and 	should be adjusted to reflect those awards that ultimately vest. The 	requisite service period ends when the employee can cease rendering service 	and still be eligible to vest in the award if the performance target is 	achieved. This new guidance is effective for fiscal years and interim 	periods within those years beginning after December 15, 2015. Early adoption 	is permitted. Entities may apply the amendments in this Update either (a) 	prospectively to all awards granted or modified after the effective date or 	(b) retrospectively to all awards with performance targets that are 	outstanding as of the beginning of the earliest annual period presented in 	the financial statements and to all new or modified awards thereafter. The 	adoption of ASU 2014-12 is not expected to have a material impact on our 	financial position or results of operations.
	In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities 	(Topic 915): Elimination of Certain Financial Reporting Requirements, 	Including an Amendment to Variable Interest Entities Guidance in Topic 810, 	Consolidation , to improve financial reporting by reducing the cost and 	complexity associated with the incremental reporting requirements of 	development stage entities. The amendments in this update remove all 	incremental financial reporting requirements from U.S. GAAP for development 	stage entities, thereby improving financial reporting by eliminating the 	cost and complexity associated with providing that information. The 	amendments in this Update also eliminate an exception provided to 	development stage entities in Topic 810, Consolidation, for determining 	whether an entity is a variable interest entity on the basis of the amount 	of investment equity that is at risk. The amendments to eliminate that 	exception simplify U.S. GAAP by reducing avoidable complexity in existing 	accounting literature and improve the relevance of information provided to 	financial statement users by requiring the application of the same 	consolidation guidance by all reporting entities. The elimination of the 	exception may change the consolidation analysis, consolidation decision, and 	disclosure requirements for a reporting entity that has an interest in an 	entity in the development stage. The amendments related to the elimination 	of inception-to-date information and the other remaining disclosure 	requirements of Topic 915 should be applied retrospectively except for the 	clarification to Topic 275, which shall be applied prospectively. For public 	companies, those amendments are effective for annual reporting periods 	beginning after December 15, 2014, and interim periods therein. Early 	adoption is permitted. The adoption of ASU 2014-10 is not expected to have a 	material impact on our financial position or results of operations.
Note 2. Discontinued Operation and Deconsolidation of Held Subsidiary
	The Company follows the policy of segregating the assets and liabilities of 	subsidiaries or lines of business on its Balance Sheet from the assets 	liabilities of continuing subsidiaries or lines of businesses when it is 	decided to close or dispose of a subsidiary or line of business. The Company 	also, follows the policy of separately disclosing the assets and liabilities 	and the net operations of a subsidiary or line of business in its financial 	statements when it is decided to close or dispose of a subsidiary or line of 	business.
	On August 28, 2015, the Company entered into a separation agreement with 	BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), in 	which the company agreed that its Equity Interest shall be diluted from 	sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. 	Accordingly BreedIt Ltd. is no longer consolidated, a $6,780 gain was 	recorded on deconsolidation and the remaining 19% of investment written off 	during deconsolidation.
	As a result of entering into the Separation Agreement, the operations of 	BreedIt Ltd. have been classified as Discontinued Operations on the 	Statement of Operations. The components of Discontinued Operations 	summarized on the Statement of Operations arising from the decision to 	separate from BreedIt Ltd. are as follows:
For the year ended
For the year ended
December 31, 2015
December 31, 2014
Revenues
$
27,929
$
-
Expenses
Research and development
(90,860)
	(69,082)
General and administrative
(293,912)
(131,904)
Total operating expenses
(384,772)
(200,986)
(Loss) from operations
(356,843)
(200,986)
Other income (expense)
2,351
1,245
Provision for 	income taxes
-
-
Net loss $
(354,492)
$
(199,741)
	
Assets:
Cash $
-
$
	59,204
	Investment accounted for using equity method
-
10,339
	Property and equipment, net
-
	6,873
	Other receivables
-
	30,270
	Total assets held for sale
$
-
$
106,686
Liabilities:
	Accounts payable
-
	36,890
	Accrued expenses
	-
	84,475
	Other current liabilities
-
-
Total liabilities related to assets held for sale $
-
$
121,365
Note 3. Going Concern
	The Company has limited operations. The business plan of the Company 	transitioned from being a provider of online gaming software to the 	developer and provider of an intelligent decision support system ("IDSS") 	utilized by the agriculture breeding industry, we were able to utilize our 	software programming expertise. Our business efforts are now being directed 	toward offering our IDSS Software program to a wide variety of users engaged 	in plant breeding, primarily within the seed industry. We plan on marketing 	our IDSS Software to agro-breeders, providing them with the ability to 	better plan, manage and analyze their breeding data and to perform research 	activities quickly and effectively so as to significantly increase 	production and plant quality. 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. These and other factors raise substantial doubt about the 	Company's ability to continue as a going concern. The accompanying financial 	statements do not include any adjustments to reflect the possible future 	effects on the recoverability and classification of assets or the amounts 	and classification of liabilities that may result from the possible 	inability of the Company to continue as a going concern.
Note 4. Common Stock
	On March 3, 2014 the Company issued 1,000,000 restricted shares of common 	stock in consideration for investor relations (IR) services provided to the 	Company. The shares were valued at $480,000 based on the closing price of 	the Company's common stock on the date of grant.
	From January 23, 2014 to September 30, 2014 the Company sold to 10 non-US 	private accredited investors a total of 6,461,666 shares for cash 	consideration of $923,000 at an average price of $0.143.
	From March 10, 2014 through September 30, 2014, the Company sold to 12 	non-US private accredited investors, a total of 3,270,000 units for cash 	consideration of $667,750 at an average price of $0.204 (the "Units"), each 	unit comprised of one share of common stock, one class C warrant with 24 	months term exercisable at a price of $0.35; The relative fair value of the 	stock with attached warrants was $189,300 for the common stock, $478,450 for 	class C warrants.
	On February 24, 2014 and March 13, 2014 3 share and warrant holders 	exercised warrants and were issued 1,144,262 shares for cash consideration 	of $48,000.
	On February 18, 2014 the Company issued to Dr. Oded Sagee minority owner and 	founder of BreedIT Ltd., 2,200,000 shares of our common stock valued based 	on the closing market price on the acquisition date at $151,800; 2,200,000 	Class A options for the purchase of 2,200,000 shares of our common stock at 	$0.055 per share valued using the black-scholes model with volatility of 	122% and a discount rate of 0.23% for a total value of $84,967; and 	2,200,000 Class B options for the purchase of 2,200,000 shares of our common 	stock at $0.065 per share valued using the black-scholes model with 	volatility of 122% and a discount rate of 0.23% for a total value of 	$84,680.
	During the period from February 19, 2014 to March 4, 2014, the Company 	granted a total of 5,050,000 stock options (the "Options") to 4 Company 	directors and officers who are also minatory owners. The Options, which are 	fully vested, are exercisable at a price of $0.05 per Share. 1,400,000 	options were valued using the Black-Scholes model with 128% volatility and 	2.17% discount rate and 3,650,000 were valued using the Black-Scholes model 	with 154% volatility and 2.17% discount rate for a total of $2,594,210.
	On March 12, 2014 the Company issued 30,000 warrants with term of 36 months, 	exercisable at $0.60 per share to 1 entity in consideration for public 	relations services provided to the company. The warrants were valued using 	the Black-Scholes model with 117% volatility and 0.22% discount rate for a 	total of $16,134.
	On April 1, 2014 and April 7, 2014 the Company sold to 2 private accredited 	investors, a total of 1,215,000 units for cash consideration of $250,150 at 	an average price of $0.206 (the "Units"), each unit comprised of one share 	of common stock, one class C warrant with 24 months term exercisable at a 	price of $0.35; The relative fair value of the stock with attached warrants 	was $61,984 for the common stock, $188,166 for class C warrants.
	On May 8, 2014 the Company sold to 1 private accredited investor, a total of 	666,667 units for cash consideration of $200,000 at a price of $0.30 (the 	"Units"), each unit comprised of one share of common stock, one class H 	warrant with 3 months term exercisable at a price of $0.30 and one class I 	warrant with 18 month term exercisable at price of $0.45; The relative fair 	value of the stock with attached warrants was $69,916 for the common stock, 	$130,085 for warrants.
	On April 12, 2014 the Company issued 1,000,000 warrants, vesting over 12 	quarters in equal amounts starting July 1, 2014 with term of 36 months from 	vesting date, exercisable at $0.35 per share to 1 entity in consideration 	for serving on the company's scientific advisory board. The warrants were 	valued using the Black-Scholes model with 284% volatility and 1.10% discount 	rate for a total of $71,885 of this amount $26,957 was expensed during the 	quarter with balance to be expensed over the remaining term.
	On April 14, 2014 and on June 22, 2014 2 share and warrant holders exercised 	warrants for cash consideration of $140,000, in return 2,600,000 shares were 	issued.
	During Q2 2014 one shareholder converted $4,000 of debt and accrued interest 	to 200,000 shares at a conversion price of $0.02 per share. The conversion 	occurred within the terms of the convertible note agreements with no gain or 	loss recorded.
	Between September 9, 2014 and October 1, 2014 2 share and warrant holders 	exercised warrants for cash consideration of $51,500, in return 900,000 	shares were issued.
	On August 17, 2014 and October 28, 2014 the Company issued 136,000 	restricted shares of common stock in consideration for investor relations (IR) 	services provided to the Company. The shares were valued at $26,040 based on 	the closing price of the Company's common stock on the date of grant.
	On October 2, 2014 850,000 stock options (the "Options") to 1 Company 	officer who is also minority owners. The Options, vest over 9 quarters and 	are exercisable at a price of $0.05 per Share. The options were valued using 	the Black-Scholes model with 281% volatility and 0.23% discount rate for a 	total value of $152,955 with $52,185 expensed during Q4 2014 and $12,596 to 	be expenses over 8 additional quarters.
	On January 25, 2015 the company granted a total of 6,000,000 stock options 	(the "Options") to 3 Company officers who are also minority owners and 1 	employee. The Options, vest over 2 quarters and are exercisable at a price 	of $0.10 per Share. The options were valued using the Black-Scholes model 	with 241% volatility and 1.33% discount rate for a total value of $429,679. 	$149,354 of this amount was expensed in Q1 2015, $209,094 in Q2 2015 and 	$71,230 in Q3 2015.
	On February 24, 2015 and March 31, 2015 the Company issued 1,900,000 	restricted shares of common stock in consideration for investor relations (IR) 	services provided to the Company. The shares were valued at $114,600 based 	on the closing price of the Company's common stock on the date of grant.
	On March 15, 2015 two note holders converted $145,886 of debt and accrued 	interest to 2,917,698 shares at a conversion price of $0.05 per share. The 	conversion occurred within the terms of the convertible note agreements with 	no gain or loss recorded.
	On April 27, 2015 one share and warrant holders exercised warrants for cash 	consideration of $110,000, in return 2,000,000 shares were issued.
	On August 10, 2015 five note holders converted $103,150 of debt and accrued 	interest to 8,251,963 shares at a conversion price of $0.0125 per share. The 	conversion price per share was amended from $0.02 to $0.0125 by the board of 	directors and a $60,182 loss was recorded related to the change in 	conversion price. Following the change in conversion price the conversion 	occurred within the terms of the amended agreement so no gain or loss was 	recorded on the conversion.
	From November 25, 2015 through December 2, 2015, the Company sold to 11 	non-US private accredited investors, a total of 26,500,000 units for cash 	consideration of $265,000 at a price of $0.01 (the "Units"), each unit 	comprised of one share of common stock.
	Between November 10, 2015 and December 1, 2015 the Company issued 10,800,000 	restricted shares of common stock in consideration for services provided to 	the Company. The shares were valued at $157,320 based on the closing price 	of the Company's common stock on the date of grant.
	Share based payment transactions were accounted for in accordance with the 	requirements of ASC 505-50 Equity Based Payments to Non Employees. Paragraph 	505-50-30-6 establishes that share-based payment transactions with 	nonemployees shall be measured at the fair value of the consideration 	received or the fair value of the equity instruments issued, whichever is 	more reliably measurable. The Company measured share-based payment 	transactions at the fair value of the shares issued at date of grant, the 	Company believes that the value of the shares is more reliably measurable.
	On March 1, 2012, the Company filed a Certificate of Amendment to its 	Certificate of Incorporation effecting a forward stock split of the 	Company's issued and outstanding shares of Common Stock at a ratio of 	ten-to-one (the "Forward Split"). The Certificate of Amendment provides 	that each outstanding share of the Company's Common Stock, par value $0.0001 	per share, will be split and converted, automatically, without further 	action, into ten (10) shares of Common Stock of $0.00001 par value per 	share. The Forward Split has been reflected in the Company's financial 	statements for year ended December 31, 2015 and 2014.
	Following is a table of warrant and options still outstanding and 	exercisable along with exercise price and range of remaining term.
		 Type
		 Quantity
		 Exercise Price
		 Term
		 Warrants Class B
		 2,200,000
		 $0.065
		 1-3 Months
		 Warrants Class C
		 1,395,000
		 $0.35
		 1-3 Months
		 Warrants Class I
		 666,667
		 $0.45
		 1-12 Months
		 Total
		 4,261,667
Note 5. Revenue Recognition
	On July 1 2011 and on July 10, 2011, the Company signed license agreements 	with two separate corporations in Israel and Luxemburg (the "Licensees"). 	Subject to the terms and condition of each agreement the Company granted 	each Licensee a license to use the Company's proprietary online gaming 	platform in certain parts of the world. Each license is, in general, 	non-exclusive, except for certain countries specified within each 	agreement. The agreements grant each Licensee the right to develop and 	operate websites offering online games based on the Company's proprietary 	technology for a period of 5 years as of the respective agreement's 	effective date. In the event that by the eighteenth-month anniversary of the 	each agreement's effective date the respective Licensee fails to have at 	least one active website in each of the countries that comprise the 	exclusive territory of the agreement, the Company shall be entitled to 	either terminate exclusivity for these countries or terminate the entire 	agreement. In consideration of these agreements, and of support services to 	be provided by the Company through the license period, the Licensees have 	paid the Company non-refundable, one-time license fees totaling $119,000. In 	addition to such license fees, once each Licensee realizes revenues at 	a certain level specified in its respective agreement from its use of the 	Company's platform, it shall pay the Company a royalty in the amount of 50% 	of gross revenues realized from its use of this platform.
	On December 26, 2011, the corporation from Luxemburg announced the 	termination of the agreement due to the economic situation in Europe. As a 	result, the entire license fee in the amount of $90,000 was recognized 	immediately as revenues.
	As of December 31, 2015 and 2014, the Company recognized a total sum of 	$5,848 and $5,824, respectively, in revenues out of the total $119,000 	license fees paid for both of the aforementioned agreements. The contract in 	the amount of $90,000 was canceled by the client; therefore we recognized 	the whole sum as revenues according to the terms of the agreement. The 	second contract grants the client licenses for a period of 5 years, 	accordingly $5,848 was recorded as revenues 2015 and $5,824 in 2014; the 	remaining sum of $2,804 was deferred on the Company's balance sheet as 	current and is expected to be recognized over the remaining period of the 	agreements.
	As of December 31, 2015 and 2014, no royalties have been paid by or 	recognized in connection with the aforementioned agreements.
	One of the aforementioned Licensees is beneficially owned by an individual 	who holds 25,000 shares of the Company's common stock.
Note 6. Income Taxes
	The provision (benefit) for income taxes for the year ended December 31, 	2015 and 2014, was as follows (assuming a 35% effective tax rate):
Current tax provision:
Federal
Taxable income $ -
$ -
Total current tax provision $ -
$ -
Deferred tax provision
Federal
Loss carryforwards $
903,842
$
655,137
Change in valuation allowance
(903,842)
(655,137)
$ -
$
-
	The Company had deferred income tax assets as of December 31, 2015 and 2014, 	as follows:
Loss carryforwards $
903,842
$
655,137
Less- Valuation allowance
(903,842)
(655,137)
Total net deferred tax assets $ -
$ -
	The Company provided a valuation allowance equal to the deferred income tax 	assets for the year ended December 31, 2015 and 2014, because it is not 	presently known whether future taxable income will be sufficient to utilize 	the loss carryforwards.
	As of December 31, 2015 and 2014, the Company had approximately 	$2,582,407 	and $1,871,820 respectively, in tax loss carryforwards that can be utilized 	in future periods to reduce taxable income, and expire by the year 2030.
	The Company did not identify any material uncertain tax positions that will 	be filed. The Company did not recognize any interest or penalties for 	unrecognized tax benefits during the year ended December 31, 2015 and 2014.
	The Company will file income tax returns in the United States. All tax years 	are closed by expiration of the statute of limitations. The year ended 	December 31, 2015 and 2014.
Note 7. Related Party Transactions
	During the period from February 19, 2014 to March 4, 2014, the Company 	granted a total of 5,050,000 stock options (the "Options") to 4 Company 	directors and officers who are also minatory owners. The Options, which are 	fully vested, are exercisable at a price of $0.05 per Share. 1,400,000 	options were valued using the Black-Scholes model with 128% volatility and 	2.17% discount rate and 3,650,000 were valued using the Black-Scholes model 	with 154% volatility and 2.17% discount rate for a total of $2,594,210.
	On January 23, 2014 to September 30, 2014 the Company sold to 1 non-US 	private accredited investor who is also an affiliated party 300,000 shares 	for total cash consideration of $30,000 at price of $10 per share.
	On February 18, 2014 the Company issued to Dr. Oded Sagee minority owner and 	founder of BreedIT Ltd., 2,200,000 shares of our common stock valued based 	on the closing market price on the acquisition date at $151,800; 2,200,000 	Class A options for the purchase of 2,200,000 shares of our common stock at 	$0.055 per share valued using the black-scholes model with volatility of 	122% and a discount rate of 0.23% for a total value of $84,967; and 	2,200,000 Class B options for the purchase of 2,200,000 shares of our common 	stock at $0.065 per share valued using the black-scholes model with 	volatility of 122% and a discount rate of 0.23% for a total value of 	$84,680.
	On April 14, 2014 1 share and warrant holder who is an affiliate party 	exercised warrants for cash consideration of $110,000, in return 2,000,000 	shares were issued.
	On October 2, 2014 850,000 stock options (the "Options") to 1 Company 	officer who is also a minority owner. The Options, vest over 9 quarters and 	are exercisable at a price of $0.05 per Share. The options were valued using 	the Black-Scholes model with 281% volatility and 0.23% discount rate for a 	total value of $152,955 with $52,185 expensed during Q4 2014 and $12,596 to 	be expenses over 8 additional quarters.
	As of December 31, 2014 the Company has $18,000 in fees due and payable, 	$9,000 payable to one advisory board member and $9,000 payable to one Board 	of director members for services rendered in 2014.
	On January 25, 2015 the company granted a total of 6,000,000 stock options 	(the "Options") to 3 Company officers who are also minority owners and 1 	employee. The Options, vest over 2 quarters and are exercisable at a price 	of $0.10 per Share. The options were valued using the Black-Scholes model 	with 241% volatility and 1.33% discount rate for a total value of $429,679 	with $429,629 expensed during the twelve months ended December 31, 2015.
	On November 30, 2015 the Company issued 3,600,000 restricted shares of 	common stock in consideration for services provided to the Company to a 	related party. The shares were valued at $60,000 based on the closing price 	of the Company's common stock on the date of grant.
Note 8. Convertible and Non-Convertible Notes Payable
	During the year ended December 31, 2015 two note holders converted $145,886 	of debt and accrued interest to 2,917,698 shares at a conversion price of 	$0.05 per share. The conversion occurred within the terms of the convertible 	note agreements with no gain or loss recorded. In addition five note holders 	converted $103,150 of debt and accrued interest to 8,251,963 shares at a 	conversion price of $0.0125 per share. The conversion price per share was 	amended from $0.02 to $0.0125 by the board of directors and a $60,182 loss 	was recorded related to the change in conversion price. Following the change 	in conversion price the conversion occurred within the terms of the amended 	agreement so no gain or loss was recorded on the conversion.
	During the year ended December 31, 2014, a convertible note of $3,200 along 	with $800 of accrued interest was converted to 200,000 shares of common 	stock at $0.02 per share. The conversion occurred within the terms of the 	convertible note agreement with no gain or loss recorded on the conversion.
	The Company recorded amortization expenses related to the beneficial 	conversion features of $0 and $128,192 during the years ended December 31, 	2015 and December 31, 2014 respectively. Remaining debt discount as of 	December 31, 2015 and 2014 is $0 and $0, respectively.
	The Company recorded interest expense in the amount of $7,970 and $25,345 	during the years ended December 31, 2015 and December 31, 2014, respectively.
Note 9. Subsequent Events
	As defined in FASB ASC 855-10, "Subsequent Events", subsequent events are 	events or transactions that occur after the balance sheet date but before 	financial statements are issued or available to be issued.
	During Q1 2016, the Company signed a merger agreement with Novomic Ltd., the 	merger is expected to close during Q2 2016.
	The Company evaluated all other events and transactions that occurred 	subsequent to the balance sheet date and prior to the date on which the 	financial statements contained in this report were issued, and the Company 	determined that no such events or transactions necessitated disclosure.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 	FINANCIAL DISCLOSURE Back to Table of Contents
None.
ITEM 9 A.
ITEM 9 A. CONTROLS AND 	PROCEDURES Back to Table of Contents
Evaluation of Disclosure Controls and Procedures
As of December 31, 2015, the Company's chief executive officer and chief 	financial officer conducted an evaluation regarding the effectiveness of the 	Company's disclosure controls and procedures (as defined in Rules 13a-15(e) 	or 15d-15(e) under the Exchange Act. Based upon the evaluation of these 	controls and procedures, our chief executive officer/chief financial officer 	concluded that our disclosure controls and procedures were not effective as 	of the end of the fiscal year 2015.
Management's Annual Report on 	Internal Control over Financial Reporting
Management is 	responsible for establishing and maintaining adequate internal control over 	financial reporting and for the assessment of the effectiveness of those 	internal controls. As defined by the SEC, internal control over financial 	reporting is a process designed by our principal executive officer and 	principal financial officer, to provide reasonable assurance regarding the 	reliability of financial reporting and the preparation of the financial 	statements in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial 	reporting may not prevent or detect misstatements. Also, projections of any 	evaluation of effectiveness to future periods are subject to the risk that 	controls may become inadequate because of changes in conditions, or that the 	degree of compliance with the policies or procedures may deteriorate.
	
Management has assessed the effectiveness of our internal control over 	financial reporting as of December 31, 2015. In making this assessment, 	management used the criteria set forth by the Committee of Sponsoring 	Organizations of the Treadway Commission (COSO) in Internal 	Control-Integrated Framework. Based on our assessment and those criteria, we 	have concluded that our internal control over financial reporting had 	material weaknesses including lack of sufficient internal accounting 	personnel in order to ensure complete documentation of complex transactions 	and adequate financial reporting during the year ended December 31, 2015. 	Management has identified corrective actions for the weakness and has begun 	implementation during the second quarter of 2016.
This annual report 	does not include an attestation report of the Company's registered public 	accounting firm regarding internal control over financial reporting. 	Management's report was not subject to attestation by the Company's 	registered public accounting firm pursuant to temporary rules of the 	Securities and Exchange Commission that permit the Company to provide only 	Management's report in this annual report.
Changes in Internal 	Control over Financial Reporting
There were no changes in our 	internal control over financial reporting or in other factors identified in 	connection with the evaluation required by paragraph (d) of Exchange Act 	Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended 	December 31, 2015 that have materially affected, or are reasonably likely to 	materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION Back to Table of Contents
None.
PART III
ITEM
10.
ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE Back to Table of Contents
Our directors hold office until the next annual general 	meeting of the stockholders or until their successors are elected and 	qualified. Our officers are appointed by our Board of Directors and hold 	office until the earlier of their death, retirement, resignation, or 	removal.
The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each.
Name
Age
Title
	 Itschak Shrem
CEO and Chairmanr
	 Oded Gilboa
CFO
	 Erez Zino
Director
Itschak Shrem, 68, CEO and Chairman. Mr. Shrem, is an entrepreneur with over 	twenty-five years of professional business experience in the fields of 	investment banking, venture capital, finance, insurance and technology, 	among others, involving both public and private entities.
From 1995 to the present, Mr. Shrem has served as Managing director of 	Yaad Consulting 1995 Ltd., which was organized in 1995 and provides business 	development, marketing and investment banking services to a wide variety of 	Israeli companies. Mr. Shrem has held several positions with S R Accord Ltd. 	(formerly, The Shrem Fudim Group Ltd): from April 1991 until December 1999, 	Mr. Shrem served as Vice Chairman; from December 1999 until June 2013 Mr. 	Shrem served as a chairman of the board; and from June 2013 to present, he 	as served as a member of the board of directors. S R Accord was founded by 	Mr. Shrem in 1991, is listed on the Tel-Aviv Stock Exchange ("TASE") and is 	engaged in investment banking in Israel. From 1991 to 2010, Mr. Shrem served 	as the Chairman of Leader Holdings and Investments Ltd. and Polar 	Communications Ltd., both TASE-listed companies engaged in investment 	banking and venture capital, the latter of which specializes in the media 	and telecommunications industries. From 2007 until 2012, Mr. Shrem served as 	a director of Retalix, (NASDAQ:RTLX). In 1993, Mr. Shrem founded Pitango 	Venture Capital Fund, which has investments in over 120 companies, 	principally in the technology industry and presently has approximately $1.5 	billion under management. Mr. Shrem presently holds positions as partner in 	the GP of Pitango I, II and III. Since October 2010, Mr. Shrem has served as 	an independent director of Eden Springs Ltd, TASE-listed Company and a 	leading Israeli mineral water company with operations, through a subsidiary, 	in 16 countries throughout Europe. Mr. Shrem spent over 15 years with Clal 	Israel Ltd, serving in various capacities including Chief Operating Officer, 	responsible for Clal's capital markets and insurance businesses until March, 	1991. Mr. Shrem holds a B.A. in Economics from Bar-Ilan University, Israel, 	and an M.B.A. from Tel-Aviv University, Israel.
Oded Gilboa, 42, was appointed to be the Company's CFO on December 	4, 2013. He is a licensed CPA in the United States and Israel. Prior to his 	appointment as CFO, Mr. Gilboa served as the Registrant's finance and 	accounting consultant. Mr. Gilboa has over 16 years of experience in finance 	and public accounting, having served as a senior finance executive in the 	technology and biotech industries with responsibilities in corporate 	finance, accounting, strategic planning and operational and financial 	management. From 2010 through 2012, Mr. Gilboa served as the Revenue 	Accounting and Finance Manager of Mylan Specialty, a subsidiary of Mylan 	Inc. (NASDAQ: MYL), a global company focused on the development, 	manufacturing and marketing of prescription drug products. From 2007 through 	2009, Mr. Gilboa was the Executive director of Finance and US Controller of 	Taro Pharmaceuticals (NASDAQ:TAROF), a global pharmaceutical company. From 	1998 through 2007 Mr. Gilboa held various financial positions with IDT 	Corporation (NYSE:IDT), a world-wide provider of telecommunications and 	media services, where in his most recent role he served as director of 	Finance. Mr. Gilboa Mr. Gilboa began his career in public accounting, 	auditing both public and private companies and holds a B.A in Economics and 	Accounting from Tel-Aviv University and an M.B.A. from Recanati Business 	School at Tel-Aviv University.
Erez Zino, 43, a founder 	the principal stockholder of the Company, became our CEO in May 2012 and 	became our acting CFO in January 2013. In connection with our acquisition of 	66.67% of BreedIT Israel, Mr. Zino resigned as an executive officer of the 	Company but continues to serve as a director. During the past five years, 	Mr. Zino has been the owner and managing director of Ozicom Communication 	Ltd., a private company that provides internet marketing support. Mr. Zino 	is a trained computer programmer and specializes in internet marketing.
Committees of the Board of Directors
We do not presently have a separately constituted audit committee, 	compensation committee, nominating committee, executive committee or any 	other committees of our Board of directors. As such, our entire Board of 	directors acts as our audit committee.
Involvement in Legal Proceedings
None of our directors, nominees for directors, or officers has appeared 	as a party during the past ten years in any legal proceedings that may bear 	on his ability or integrity to serve as a director or officer of the 	Company.
Code of Ethics
We do not currently have a Code of Ethics applicable to our principal 	executive, financial and accounting officers. However, we intend to adopt 	such a code in or about the second quarter of 2016.
Potential Conflict of 	Interest
Since we do not have an audit or compensation committee comprised of 	independent directors, the functions that would have been performed by such 	committees are performed by our Board of directors. Thus, there is a 	potential conflict of interest in that our directors have the authority to 	determine issues concerning management compensation, in essence their own, 	and audit issues that may affect management decisions. We are not aware of 	any other conflicts of interest with any of our executives or directors.
Board's Role in Risk Oversight
The Board assesses on an ongoing basis the risks faced by the Company. 	These risks include financial, technological, competitive, and operational 	risks. The Board dedicates time at each of its meetings to review and 	consider the relevant risks faced by the Company at that time. In addition, 	since the Company does not have an Audit Committee, the Board is also 	responsible for the assessment and oversight of the Company's financial risk 	exposures.
Section 16(a) Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the 	Registrant's directors and executive officers, and persons who own 	beneficially more than ten percent (10%) of the Registrant's Common Stock, 	to file reports of ownership and changes of ownership with the Securities 	and Exchange Commission. Copies of all filed reports are required to be 	furnished to the Registrant pursuant to Section 16(a). Based solely on the 	reports received by the Registrant and on written representations from 	reporting persons, the Registrant was informed that its officers and 	directors and ten percent (10%) shareholders have not filed reports required 	to be filed under Section 16(a).
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION Back to Table of Contents
The following table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our chief executive officer and other executive officers with annual compensation exceeding $100,000 during the fiscal years ending December 31, 2015, 2014 and 2013.
(1) Mr. Shrem was appointed as chairman of the board on 	December 31, 2013 and was appointed as the company's CEO on November 10, 	2015.
(2) Mr. Gilboa was appointed to be CFO of the Company on December 	4, 2013.
(3) Mr. Zino became our CEO in July 2012 and acting CFO in 	January 2013. He resigned as CFO on December 4, 2013 and as CEO on January 	7, 2014 and remains a director.
(4) Mr. Yogev was appointed to the board 	on January 7, 2014 and has served as the Company's CEO on from January 14, 	2014 to November 10, 2015 at which time he resigned from CEO and from the 	board of directors.
Option/SAR Grants
We do not currently have a 	stock option plan. No individual grants of stock options, whether or not in 	tandem with stock appreciation rights known as SARs or freestanding SARs 	have been made to any executive officer or any director since our inception; 	accordingly, no stock options have been granted or exercised by any of the 	officers or directors since we were founded.
Long-Term Incentive 	Plans and Awards
We do not have any long-term incentive plans 	that provide compensation intended to serve as incentive for performance. No 	individual grants or agreements regarding future payouts under non-stock 	price-based plans have been made to any executive officer or any director or 	any employee or consultant since our inception; accordingly, no future 	payouts under non-stock price-based plans or agreements have been granted or 	entered into or exercised by any of the officers or directors or employees 	or consultants since we were founded.
Compensation of Directors
There are no current arrangements pursuant to which directors are or 	will be compensated in the future for any services provided as a director.
Employment Contracts, Termination of Employment, Change-in-Control 	Arrangements
There are no employment contracts in place, no 	employees were terminated and no change in control arrangements have been 	signed with the company.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Back to Table of Contents
The following table sets forth information regarding the beneficial ownership of our common stock as of April 4, 2016. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.
Name of Beneficial Owner
Common Stock Beneficially Owned (1)
Percentage of Common Stock Owned (1)
Itschak Shrem, CEO and Chairman
	5,600,000
	3.88%
21 Ha'Arba'h Street
Tel 	Aviv, Israel
	Oded Gilboa, CFO
	500,000
0.35%
23/14 Rabbi Akiva 	Street
	Raanana, Israel
Erez Zino, Director
9,625,000
6.66%
40 Meri Ya'Ari Street
Tel 	Aviv, Israel
Doran Uziel, affiliate
7,500,000
5.19%
9 Hazehevit Street
	Rishon Lezion, Israel
Directors and Officers (3 persons)
	15,725,000
	10.89%
(1) Applicable percentage ownership is based on 144,419,173 shares of common stock outstanding as of 	April 4, 2016. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 4, 2016 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
S AND DIRECTORS INDEPENDENCE Back to Table of Contents During the last two fiscal years the Company had the following related party transactions:
During the period from February 19, 2014 to March 4, 	2014, the Company granted a total of 5,050,000 stock options (the "Options") 	to 4 Company directors and officers who are also minatory owners. The 	Options, which are fully vested, are exercisable at a price of $0.05 per 	Share. 1,400,000 options were valued using the Black-Scholes model with 128% 	volatility and 2.17% discount rate and 3,650,000 were valued using the 	Black-Scholes model with 154% volatility and 2.17% discount rate for a total 	of $2,594,210.
On January 23, 2014 to September 30, 2014 the Company sold to 1 non-US private accredited investor who is also an affiliated party 300,000 shares for total cash consideration of $30,000 at price of $0.10.
On February 18, 2014 the Company issued to Dr. Oded Sagee minority owner and founder of BreedIT Ltd., 2,200,000 shares of our common stock valued based on the closing market price on the acquisition date at $151,800; 2,200,000 Class A options for the purchase of 2,200,000 shares of our common stock at $0.055 per share valued using the black-scholes model with volatility of 122% and a discount rate of 0.23% for a total value of $84,967; and 2,200,000 Class B options for the purchase of 2,200,000 shares of our common stock at $0.065 per share valued using the black-scholes model with volatility of 122% and a discount rate of 0.23% for a total value of $84,680.
On April 14, 2014 1 share and warrant holder who is an affiliate party exercised warrants for cash consideration of $110,000, in return 2,000,000 shares were issued.
On October 2, 2014 850,000 stock options (the "Options") to 1 Company officer who is also a minority owner. The Options, vest over 9 quarters and are exercisable at a price of $0.05 per Share. The options were valued using the Black-Scholes model with 281% volatility and 0.23% discount rate for a total value of $152,955 with $52,185 expensed during Q4 2014 and $12,596 to be expenses over 8 additional quarters.
As of December 31, 2014 the Company has $18,000 in fees due and payable, $9,000 payable to one advisory board member and $9,000 payable to one Board of director members for services rendered in 2014.
On January 25, 2015 the company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 with $429,629 expensed during the twelve months ended December 31, 2015.
On November 30, 2015 the Company issued 3,600,000 restricted shares of common stock in consideration for services provided to the Company to a related party. The shares were valued at $60,000 based on the closing price of the Company's common stock on the date of grant.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Back to Table of Contents
Independent Public Accountants
The Registrant's Board of Directors has appointed McConnell & Jones, LLP as independent public accountant for the fiscal years ended December 31, 2015 and 2014.
Principal Accounting Fees
The following table presents the fees for professional audit services rendered by M&K CPAS PLLC for the audit of the Registrant's annual financial statements for the year ended December 31, 2015 and 2014 and
fees for professional audit services M&K CPAS PLLC during those periods.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Back to Table of Contents (a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
BREEDIT CORP.
By: /s/ Itschak Shrem
Itschak Shrem
Chief Executive Officer and Director
(Principal Executive Officer)
Date: April 4, 2016
By: /s/ Oded Gilboa
Oded Gilboa
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: April 4, 2016
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/
	
Itschak Shrem
Itschak Shrem
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: April 4, 2016
By: /s/ Oded Gilboa
Oded Gilboa
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: April 4, 2015
By: /s/ Erez Zino, Director
Erez Zino
Director
Date: April 4, 2016