The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015:

Going Concern:

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2016, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Impact of Recently Issued Accounting Standards

In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. The new standard simplifies the embedded derivative analysis for debt instruments containing contingent call or put options by removing the requirement to assess whether a contingent event is related to interest rates or credit risks. The new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have an impact on our financial position or results of operations.

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The new standard eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an adjustment must be made to the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have a material impact on our financial position or results of operations.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard requires recognition of the income tax effects of vested or settled awards in the income statement and involves several other aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have a material impact on our financial position, results of operations or statements of cash flows upon adoption.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for us on January 1, 2020. The adoption of this standard is not expected to have a material impact on our financial position or results of operations.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The new standard will be effective for us on January 1, 2018. The adoption of this standard is not expected to have a material impact on our statements of cash flows upon adoption.

In September, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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 FASB issued 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.

Note 2. Stockholders' Equity.

The Company has 510,000,000 ordinary shares authorized, of which 14,876,090 and 4,973,972 ordinary shares were issued and outstanding as of September 30, 2016 and December 31, 2015 respectively. The shares have a par value of $0.00001. Novomic holds 100 of its own shares, valued at $29 as of September 30, 2016 and December 31, 2015.

Recent Issuances of Common Stock

Between January 1 and December 31, 2015 the following ordinary shares were issued for cash consideration:
- 227 shares sold to Moshe Fisher for $75,000 cash. The shares were issued at $0.2875 per share.
- 227 shares sold to Eyal Anavi for $75,000 cash. The shares were issued at $0.2875 per share.
- 308 shares sold to George Fabilian $102,000 cash. The shares were issued at $0.2875 per share.

In addition, between January 1 and December 31, 2015 Novomic recorded the following stock payable transactions:
- YMY Ltd. - 1,152 shares for $150,000 cash and converted $150,526 note payable into 1,330 share of common stock worth $176,890. The converted shares were valued at $133.00 per share which is the average most recent price per 3rd party sale of common stock, resulting in a loss of $26,364.
- Oren Treitsman -199 shares for $25,660 cash.
- Ner Gonen Management Ltd. - 192 shares for $25,000 cash.
- Amnon Skali - 154 shares for $20,000 cash.
- Sami Dahan - 144 shares for $20,000 cash.
- Dganit Dahan - 144 shares for $20,000 cash.
- Nir Nagar - 3 shares for $39 cash.
- Microdel Ltd. - 88 shares issued for the conversion of $20,016 of accounts payable to equity worth $11,704. Shares were valued at $133.00 per share which is the average most recent price per 3rd party sale of common stock. The transaction resulted in a gain which was recorded as contributed capital due to related party relationship.
- Yosef De Levi - 56 shares issued for the conversion of $12,960 of accounts payable to equity worth $7,448. Shares were valued at $133.00 per share which is the average most recent price per 3rd party sale of common stock. The transaction resulted in a gain which was recorded as contributed capital due to related party relationship.

In addition, $17,389 was recorded under additional paid-in capital for imputed interest on outstanding notes payable.

In addition, $38,801 was recorded under other comprehensive income.

Between January 1 and September 30, 2016 Novomic recorded the following stock payable transactions:
- George Pehlivanian - 770 shares for $100,000 cash.
- Serge Tirosh - 385 shares for $50,000 cash.
- Dina Duadi - 115 shares for $15,000 cash.

As of September 30, 2016, the above stock payable shares of common stock have not been issued.

In addition, $4,923 was recorded under additional paid-in capital for imputed interest on outstanding notes payable for the nine months ended September 30, 2016.

In addition, $48,355 was recorded under other comprehensive loss.

Note 3. Reverse Merger.

On February 10, 2016, Techcare Corp., a Delaware corporation (the "Registrant," the "Company" or "Techcare") filed a Form 8-K reporting that on February 8, 2016, it had signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Corp., a private Company organized under the laws of the State of Israel ("Novomic"). On August 9, 2016, the closing of the merger occurred, pursuant to which Novomic became a wholly-owned subsidiary of the Registrant.

The following disclosure information constitutes the Registrant's Form 10 Disclosure regarding its new, wholly-owned operating subsidiary, Novomic, effective as of the Closing of the Merger Agreement. In connection with the Closing, the Registrant's name will be changed from BreedIT Corp. to Novomic Corp. (the "Name Change"); (ii) the 149,219,173 outstanding shares of the Registrant's Common Stock will be subject to a reverse split on a one-for-thirty (1:30) basis (the "Reverse Split") resulting in 4,973,972 outstanding Shares of Common Stock; and (iii) the authorization of ten million (10,000,000) shares of preferred stock, par value $0.0001 (the "Preferred Stock"), which may be issued in one or more classes or series, having such designations, preferences, privileges and rights as the Board of Directors may determine. The foregoing are referred to collectively, as the "Corporate Actions" and are subject to the approval of FINRA following the filing of an Information Statement on Schedule 14C. Pursuant to the terms of the above-referenced Shareholders' Agreement, the Registrant, Novomic and the Novomic shareholders agreed that following the Closing, the Registrant's Board of Directors shall consist of three persons, one of whom will be designated by the present BreedIT shareholders and the remaining two will be designated by the Novomic shareholders

The 4,973,972 post-Reverse Shares presently outstanding will represent 26.47% of the 14,876,090 total outstanding Shares after the issuance of 9,902,118 post-Reverse Split Shares, representing 66.56% of the total outstanding Shares, to the Novomic shareholders.

Note 4. Related Party Transactions.

The company contracted book-keeping services from Microdel Ltd. a Novomic shareholder and as of December 31, 2014 had an accounts payable balance due to this related party in the amount $20,016. During 2015 Microdel Ltd. converted amount payable to 88 ordinary shares worth $11,704 resulting in a gain in stock payable at December 31, 2015. Gain will be treated as contribution to capital due to the Microdel Ltd being a related party. and as a result as of September 30, 2016 there is $0 accounts payable due to this related party.

Prior to 2012 two shareholders loaned amounts to company, totaling $228,855 notes payable as of December 31, 2014 with no maturity dates and bearing an interest rate of 0% per annum, and is not convertible to common stock. As further described in Note 4, YMY Ltd. a Novomic shareholder has converted $150,526 long term debt to Novomic shares worth $176,890 resulting in a conversion loss of $26,364. The shares were valued at $133.00 per share which is the average most recent price per 3rd party sale of common stock.

Yosef De Levi a company director converted a note payble of $12,960 to 56 shares worth $7,448 resulting in a gain that will be recorded as contributed capital due to related party relationship. Shares were valued at $133.00 per share which is the average most recent price per 3rd party sale of common stock. This is also in stock payable, as it was not yet issued at September 30, 2016.

As of September 30, 2016 there is an advance from Breedit Corp. on behalf of the closing of the merger agreement of $1,104,204 reflecting the cash to be transferred from Breedit Corp. to the company.

Note 5. Notes Payable.

In 2008, two shareholders loaned amounts to company, totaling $228,855, with no maturity date, bearing no interest rate, and is not convertible to common stock. For the period ended September 30, 2016 and December 31, 2015, Novomic recorded imputed interest expense of $4,923 and $17,389 and an had an ending note payable balance of $81,524 and $78,740, respectively.

Note 6. Income Taxes.

The Company is not under examination by any jurisdiction for any tax year. The Company is current with filing its Israeli income tax returns, with the most recent tax return filed for the period ending on or after December 31, 2015.

Note 7. 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 period ended September 30, 2016, total property and equipment was $41,301, total accumulated depreciation is $12,175 and total depreciation expense for the nine-month period ended September 30, 2016 is $5,574. For the year ended December 31, 2015 total property and equipment was $16,968, total accumulated depreciation is $2,523 and total depreciation expense for the year is $2,449.

Following is a summary of Property and Equipment, net for the period ended September 30, 2016 and the year ended December 31, 2015.

Note 8. Deferred Revenues

The deferred revenue balance of $115,170 consists substantially of amounts received from third party vendors in advance of the Company's product completion for payment of fees and expenses related to the product. Deferred revenue will be recognized as Other Income on a systematic basis that is proportionate to completion of the final product. For the period ended September 30, 2016 and December 31, 2015, deferred revenue was $115,170 and $0, respectively.

Note 9. Contingencies.

Capital expenditures.

At September 30, 2016, we had no commitments for capital expenditures.

Lease commitments.

We lease from an unaffiliated third party approximately 1,080 square feet of office space in Rosh Haayin, Israel at a monthly rental amount of $1,215.  The lease was entered into on December 1, 2014 and is for a five year period through November 30, 2019.

Litigation.

At September 30, 2016 the company was not involved in any litigation.

Note 10. Prepaid Expense.

The company treats VAT refunds claimed resulting from excess VAT paid over VAT received as prepaid expenses. As of September 30, 2016 and December 31, 2015, the Company had $23,477 and $12,953, respectively, in prepaid expenses relating to VAT claimed.

In addition, the Company has $7,008 of prepaid expense related to prepaid consulting and related fees.

Note 11. Stock Payable.

During the nine-month period ended September 30, 2016 and period from inception to December 31, 2015 the company received a total of $165,000 and $456,741 cash from investors for purchase of shares which were recorded as stock payable. See further discussion in Note 2.

Note 12. Foreign Currency.

The functional currency of TechCare Corp. is New Israeli Shekels.

Note 13. Subsequent Events.

On October 31, 2016, following the closing of the merger agreement between TechCare Corp., f/k/a BreedIT Corp. (the "Registrant") and Novomic Ltd. and the appointment of new members to the Registrant's Board of Directors as disclosed below, the Registrant's Board of Directors accepted the resignation of Mr. Erez Zino as a director, effective immediately. Mr. Zino was a founder of a predecessor of the Registrant and a former principal stockholder, executive officer and a director of the Registrant. Mr. Zino served as CEO from July 2012 and became acting CFO in January 2013. In connection with the acquisition of 66.67% of BreedIT Israel in January 2014, Mr. Zino resigned as an executive officer of the Company but continued to serve as a director.

Also on October 31, 2016, the Board of Directors accepted the resignation of Liran Chen as Chief Executive Officer, effective immediately.

In addition, in connection with the change in control and the appointment of new management, the Board of Directors also accepted the resignation of Oded Gilboa as Chief Financial Officer, effective October 31, 2016. Mr. Gilboa was appointed as the Registrant's CFO on December 4, 2013.

Effective October 31, 2016, the Registrant's Board of Directors appointed: (i) Zvi Yemini, the Registrant's Chairman, as Chief Executive Officer; (ii) Messrs. Mordechai Bignitz, Oren Traistman and Yossef De-Levy to the Registrant's Board of Directors; and (iii) Josh Johnson as the Registrant's new Chief Financial Officer, following the resignation of Oded Gilboa as CFO.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION. Back to Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents

None.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents

ITEM 1A. RISK FACTORS  Back to Table of Contents

In addition to the other information set forth in this report, you should carefully consider the factors discussed in our Current Report on Form 8-k12g3 in Item 1. Description of Business, subheading "Risk Factors, which could materially affect our business, financial condition or future results. The risks described in our Current Report on Form 8-K12g3 are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEED Back to Table of Contents

N/A.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. MINE SAFETY DISCLOSURE. Back to Table of Contents

ITEM 5. OTHER INFORMATION Back to Table of Contents

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document. 

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