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EX-32 - EXHIBIT 32.2 - CITRINE GLOBAL, CORP.exh32_2.htm
EX-31 - EXHIBIT 31.2 - CITRINE GLOBAL, CORP.exh31_2.htm
EX-31 - EXHIBIT 31.1 - CITRINE GLOBAL, CORP.exh31_1.htm
EX-32 - EXHIBIT 32.1 - CITRINE GLOBAL, CORP.exh32_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-K
_________________________________

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

 

 

Commission file number 333-168527
 

BREEDIT CORP.
(Exact Name Of Registrant As Specified In Its Charter)

Delaware 68-0080601
(State of Incorporation) (I.R.S. Employer Identification No.)
   
40 Wall Street, 28th Floor, New York, NY 10005
(Address of Principal Executive Offices) (ZIP Code)
 
Registrant's Telephone Number, Including Area Code: (212) 400-7198

Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.0001
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨

On June 30, 2015, the aggregate market value of the 82,142,210 common stock held by non-affiliates of the registrant was approximately $2,464,266 based on the closing price of $0.03 per share of the Registrants common stock on June 30, 2015.
On April 4, 2016, the Registrant had 144,419,173 shares of common stock outstanding.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company .

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

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



Item
____
   Description
   _________
Page
____
 
PART I
 
ITEM 1.    DESCRIPTION OF BUSINESS 3
ITEM 1A.    RISK FACTORS 4
ITEM 1B.    UNRESOLVED STAFF COMMENTS 6
ITEM 2.    PROPERTIES 6
ITEM 3.    LEGAL PROCEEDINGS 6
ITEM 4.    MINE SAFETY DISCLOSURES 6
 
PART II
 
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 7
ITEM 6.    SELECTED FINANCIAL DATA 10
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION 10
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 12
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 29
ITEM 9A.    CONTROLS AND PROCEDURES 29
ITEM 9B.    OTHER INFORMATION 30
 
PART III
 
ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE 31
ITEM 11.    EXECUTIVE COMPENSATION 33
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 34
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 34
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES 35
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 35


Cautionary Statement regarding Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act").  These forward-looking statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology.  These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out in the section hereof entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These risks include, by way of example and not in limitation:
- risks related to our ability to continue as a going concern;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our projects;
- risks related to our ability to fund our sales and marketing costs;
- risks related to conducting business internationally due to our operations in Israel;
- risks related to our ability to commercially exploit our IDSS technology into commercial products;
- risks related to our ability to successfully prosecute and protect our intellectual property;
- risks related to tax assessments; and
- other risks and uncertainties related to our prospects, properties, and business strategy.

The above list is not an exhaustive list of the factors that may affect any of our forward-looking statements.  These and other risks described in this report should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars ("US$") and are prepared in accordance with United States generally accepted accounting principles ("GAAP"). In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the shares of our common stock. As used in this Annual Report, the terms "we," "us," "our," "BreedIT," the "Company" and the "Registrant" mean BreedIT Corp. unless the context clearly requires otherwise.

PART I

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. 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. UNRESOLVED STAFF COMMENTS Back to Table of Contents

None.

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. 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. MINE SAFETY DISCLOSURES Back to Table of Contents

Not Applicable.


PART II

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.

Fiscal 2015

Fiscal 2014

Fiscal 2013

High

Low

High

Low

High

Low

First Quarter ended March 31

$

0.09

$

0.06

$

0.88

$

0.11

$

0.10

$

0.03

Second Quarter ended June 30

$

0.07

$

0.03

$

0.68

$

0.31

$

0.06

$

0.01

Third Quarter ended September 30

$

0.04

$

0.02

$

0.41

$

0.18

$

0.06

$

0.01

Fourth Quarter ended December 31

$

0.03

$

0.01

$

0.18

$

0.07

$

0.19

$

0.04

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. SELECTED FINANCIAL DATA Back to Table of Contents

None.

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. 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. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Back to Table of Contents

Report of Independent Registered Public Accounting Firm 14
Financial Statements for the Years Ended December 31, 2015 and 2014
   Balance Sheets 15
   Statements of Operations 16
   Statements of Comprehensive Income (Loss) 17
   Statement of Stockholders' Deficit 18
   Statements of Cash Flows 19
   Notes to Financial Statements 20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Back to Table of Contents

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
6


BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Balance Sheets
As of December 31, 2015 and 2014
Back to Table of Contents
December 31, 2015 December 31, 2014
Assets
Current assets:
   Cash and cash equivalents $ 356,037 $ 1,041,960
   Certificate of deposit 640,418 639,979
   Prepaid assets 62,926 -
   Assets held for sale - 106,686
       Total assets

$

1,059,381

$

1,788,625

 
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Accounts payable and accrued liabilities

$

-

$

2,461

   Deferred revenues

2,804

5,800

   Related parties payable

-

18,000

   Accrued interest payable

-

40,910

   Convertible notes payable, net of discount

-

201,000

   Liabilities, related to assets held for sale

-

121,365

     Total current liabilities

2,804

389,536

 
    Long-term deferred revenues

-

2,852

 
       Total liabilities

2,804

392,388

  
Stockholders' equity (deficit)
   Common stock, par value $0.0001 per share, 500,000,000 shares authorized:
     144,419,173 and 92,049,512 shares issued and outstanding at December 31, 2015 and 2014, respectively

1,446

921

   Stock payable 169,647 169,647
   Stock subscription receivable

(300)

(300)

   Accumulated other comprehensive loss - (4,279)
   Non-controlling interest - (154,187)
   Additional paid-in capital

8,681,637

7,646,699

   Accumulated deficit

(7,795,853)

(6,262,264)

       Total stockholders' equity (deficit)

1,056,577

1,396,237

Total liabilities and stockholders' equity (deficit)

$

1,059,381

$

1,788,625

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

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statements of Operations
For the Years December 31, 2015 and 2014
Back to Table of Contents
 
For the year ended For the year ended

December 31, 2015

December 31, 2014

  

Revenues

$

5,848

$

5,824

 
Expenses
   Research and development

-

(207,246)

   General and administrative

(1,106,194)

(4,139,929)

     Total operating expenses

(1,106,194)

(4,331,175)

 
(Loss) from operations

(1,100,346)

(4,325,351)

 
   Interest expense (7,970) (153,537)
   Loss on extinguishment of debt (60,182)

-

   Gain on deconsolidation 6,780

-

   Other income (expense)

(17,379)

(86,442)

     Foreign currency translation gain/(loss)

(78,751)

(239,979)

 
Provision for income taxes

-

-

  
Net loss from continuing operations

$

(1,179,097)

$

(4,565,330)

 
Less: loss attributable to non-controlling interest - 199,741
  
Net loss attributable to BreedIT Corp. continuing operations

$

(1,179,097)

$

(4,365,589)

  
Net loss from discontinued operations (354,492) -
          
Net loss

$

(1,533,589)

$

(4,365,589)

          
Net loss per common share - basic and diluted - continuing operations

$

(0.01)

$

(0.05)

 
Net loss per common share - basic and diluted - discontinued operations

$

(0.00)

$

0.00

  
Net loss per common share - basic and diluted

$

(0.01)

$

(0.04)

          
Weighted average number of common shares outstanding - basic

105,073,765

87,665,395

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

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statements of Comprehensive Income (Loss)
For the Years December 31, 2015 and 2014
Back to Table of Contents
 
For the year ended For the year ended

December 31, 2015

December 31, 2014

Net loss from continuing operations (1,179,097) (4,565,330)
Change in unrealized foreign currency translation gain (loss) (70,366) (5,908)
   Total comprehensive loss continuing operations

(1,249,463)

(4,571,238)

   Less: comprehensive loss attributable to non-controlling interest - 199,741
   Comprehensive loss attributable to BreedIT Corp. continuing operations

$

(1,249,463)

$

(4,371,497)

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

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statement of Changes in Stockholders' Equity
For the Years December 31, 2015 and 2014
Back to Table of Contents
  

Additional

Stock Stock Total
Common

Paid-in

Subscription Subscription Accumulated   Stockholders'
Shares Amount Capital Payable Receivable Deficit OCI NCI Equity
Balance as of December 31, 2013

72,255,917

723

 $

2,015,172

 $

321,447

  

(300)

 $

(1,896,675)

 

(340)

   47,523

 $

487,550

Shares issued for cash 11,613,333 116 2,040,784 - - - - - 2,040,900
Debt converted payable converted to shares 200,000 2 3,998 - - - - - 4,000
Options issued to employees - - 2,646,394 - - - - - 2,646,394
Warrants issued for services - - 43,091 - - - - - 43,091
Warrants exercised 4,644,262 46 239,454 - - - - - 239,500
Shares issued for services 1,136,000 12 506,028 - - - - - 506,040
Debt discount - - - - - - - - -
Acquisition of BreedIT subsidiary 66.67% 2,200,000 22 151,778 (151,800) - - - - -
Foreign currency adjustment - - - - - - (3,939) (1,969) (5,908)
Net loss for the year

-

-

-

-

-

(4,365,589)

-

(199,741)

(4,565,330)

Balance as of December 31, 2014

92,049,512

921

7,646,699

169,647

(300)

(6,262,264)

(4,279)

(154,187)

1,396,237

Loss on debt extinguishment - - 60,182 - - - - - 60,182
BreedIT Ltd. deconsolidation - - (425,089) - - - 51,190 354,888 (19,011)
Shares issued for cash 26,500,000 265 264,735 - - - - - 265,000
Debt converted into shares 11,169,661 112 248,924 - - - - - 249,036
Options issued to employees - - 478,658 - - - - - 478,658
Warrants issued for services - - 12,735 - - - - - 12,735
Warrants exercised for cash 2,000,000 20 109,980 - - - - - 110,000
Shares issued for services 12,700,000 128 271,793 - - - - - 271,921
Donated capital - - 13,020 - - - - - 13,020
Foreign currency adjustment - - - - - - (46,911) (200,701) (247,612)
Net loss for the year

-

-

-

-

-

(1,533,589)

-

-

(1,533,589)

Balance as of December 31, 2015

144,419,173

1,446

 $

8,681,637

 $

169,647

 

(300)

 $

(7,795,853)

 

-

  -

 $

1,056,577

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

 

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statements of Cash Flows
For the Years Ended December 31, 2015 and 2014
Back to Table of Contents
For the Year Ended For the Year Ended
December 31, 2015 December 31, 2014

Operating Activities:

Net loss

$

(1,533,589)

$

(4,565,330)

Adjustments to reconcile net (loss) to net cash (used in) operating activities:
   Amortization of debt discount - 128,192
   Loss on JV

9,472

3,736

   Loss on debt extinguishment

60,182

-

   Gain on deconsolidation

(6,780)

-

   Options issued for services 478,658 2,646,394
   Warrants issued for services 12,735 43,091
   Shares issued for services 271,921 506,040
   Depreciation expense - 2,317
Changes in net assets and liabilities:
   Decrease (increase) in accounts receivable 30,270 (30,270)
   Decrease (increase) in other current assets (439) (639,936)
   Decrease (increase) in prepaid expenses

(62,926)

-

   (Decrease) increase in accounts payable

(272,166)

64,252

   (Decrease) increase in related parties payable

(18,000)

15,695

   (Decrease) increase in accrued expenses 7,126 25,345
   (Decrease) increase in deferred revenue

(5,752)

(5,824)

Net cash used in operating activities

(1,029,288)

(1,806,298)

  
Investing activities:
   Cash paid for investment

-

(9,022)

   Purchases of property and equipment

-

(14,075)

   Decrease in cash from deconsolidation

(33,493)

-

Net cash used in investing activities

(33,493)

(23,097)

 
Financing activities:
   Proceeds from exercise of warrants 110,000 239,500
   Proceeds from sale of stock 265,000 2,040,900
   Donated capital - related party

13,020

-

Net cash provided by financing activities

388,020

2,280,400

   Foreign currency adjustment (70,366) (5,908)
Net increase (decrease) in cash

(745,127)

445,097

Cash and cash equivalents - beginning of period

1,101,164

656,067

Cash and cash equivalents - end of period

$

356,037

$

1,101,164

 
Non cash transactions:
   Conversion of convertible note payable and accrued interest to common stock $ 249,036 $ 4,000
   Shares issued from stock payable $ - $ 151,800
Additional information:
   Cash paid for interest expenses $ - $ -
   Cash paid for income taxes $ - $ -
The accompanying notes are an integral part of these financial statements.

BREEDIT CORP.
(formerly Progaming Platforms Corp.)
Notes to Financial Statements
December 31, 2015
Back to Table of Contents

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

0

 

(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):

2015

2014

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:

2015

2014

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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Back to Table of Contents

None.

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. OTHER INFORMATION Back to Table of Contents

None.


PART III

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

68

CEO and Chairmanr
Oded Gilboa

42

CFO
Erez Zino  

43

  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. 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.

Summary Compensation Table
            Long Term  
      Annual Compensation Compensation Awards  
     

 
          Other Restricted Securities  
          Annual Stock Underlying All Other
      Salary Bonus Compensation Award(s) Options Compensation
  Name and Principal Position  

Year

($) ($) ($) ($) ($) ($)

 






Itscha Shrem, CEO and Chairman (1) 2015 36,000 --- --- 52,440 --- 52,440
  2014 36,000 --- --- --- --- ---
Oded Gilboa, CFO (2) 2015 77,000 --- --- --- --- ---
2014 48,000 --- --- --- --- ---
Erez Zino, Director, former CEO, CFO (3) 2015 --- --- --- --- --- ---
  2014 --- --- --- --- --- ---
Yoel Yogev, former CEO and Director (4) 2015 41,500 --- --- --- --- ---
  2014 46,000 --- --- --- --- ---

 






(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. 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. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 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. 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.

 

Year Ended  Year Ended 
December 31, 2015 December 31, 2014

Audit fees (1)

$ 10,200 $ 9,600

Audit-related fees (2)

---   ---

Tax fees (3)

525   525

All other fees

---   ---
(1) Audit fees consist of audit and review services, consents and review of documents filed with the SEC.
(2) Audit-related fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues.
(3) Tax fees consist of preparation of federal and state tax returns, review of quarterly estimated tax payments, and consultation concerning tax compliance issues.

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.

Exhibit No. Description
31.1 Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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