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EX-32.2 - E-Qure Corp.ex32-2.htm
EX-32.1 - E-Qure Corp.ex32-1.htm
EX-31.2 - E-Qure Corp.ex31-2.htm
EX-31.1 - E-Qure Corp.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2018

 

Commission file number 0-54862

 

E-QURE CORP.

(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware   47-1691054
(State of Incorporation)   (I.R.S. Employer Identification No.)
     
20 West 64th Street, Suite 39G, New York, NY   10023
(Address of Principal Executive Offices)   (ZIP Code)

 

Registrant’s Telephone Number, Including Area Code: +(972) 54 427777

 

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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

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]

 

On September 6, 2018, the Registrant had 29,224,775 shares of common stock outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

Item   Description   Page
         
    PART I - FINANCIAL INFORMATION    
         
ITEM 1.   FINANCIAL STATEMENTS - UNAUDITED.   3
    Balance Sheets   3
    Statements of Operations   4
    Statements of Cash Flows   5
    Notes to Unaudited Interim Financial Statements   6
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.   11
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   14
ITEM 4.   CONTROLS AND PROCEDURES.   14
         
    PART II - OTHER INFORMATION    
         
ITEM 1.   LEGAL PROCEEDINGS.   14
ITEM 1A.   RISK FACTORS.   14
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.   14
ITEM 3.   DEFAULT UPON SENIOR SECURITIES.   15
ITEM 4.   MINE SAFETY DISCLOSURE.   15
ITEM 5.   OTHER INFORMATION.   15
ITEM 6.   EXHIBITS.   15

 

 2 
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

E-QURE CORP.

Balance Sheets

For June 30, 2018 (Unaudited) and December 31, 2017

 

   June 30, 2018   December 31, 2017 
   (Unaudited)     
Assets          
Current assets:          
Cash  $12,215   $10,962 
Prepaid expenses   -    21,000 
Total current assets   12,215    31,962 
Other assets   56,382    63,382 
Total Assets  $68,597   $95,344 
           
Liabilities and Stockholders’ Equity (Deficit)          
           
Current liabilities:          
Accounts payable - trade  $1,564   $1,564 
Accrued expenses   342,225    228,150 
Short-term notes payable - related party   190,679    138,051 
Total current liabilities   534,468    367,765 
           
Stockholders’ equity (deficit):          
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding          
Common stock, $0.00001 par value; 500,000,000 shares authorized; and 22,237,562 issued and outstanding at June 30, 2018 and December 31, 2017.   222    222 
Additional paid in capital   31,334,500    31,325,044 
Stock payable   21,000    21,000 
Accumulated deficit   (31,821,593)   (31,618,687)
Total stockholders’ deficit   (465,871)   (272,421)
Total Liabilities and Stockholders’ Equity (Deficit)  $68,597   $95,344 

 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

 3 
 

 

E-QURE CORP.

Statements of Operations

For The Three and Six Months Ended June 30, 2018 and 2017

(Unaudited)

 

   For the three   For the three   For the six   For the six 
   months ended   months ended   months ended   months ended 
   June 30, 2018   June 30, 2017   June 30, 2018   June 30, 2017 
                 
Revenues  $-   $-   $-   $- 
                     
Expenses                    
General and administrative   82,312    189,751    188,124    398,829 
Research and development   9,889    39,287    14,782    172,132 
Total   92,201    229,038    202,906    570,961 
                     
Loss from continuing operations before income taxes   92,201    229,038    202,906    570,961 
Income tax   -    -    -    - 
Net loss  $92,201   $229,038   $202,906   $570,961 
                     
(Loss) per common share - basic and diluted                    
Basic and diluted net loss  $(0.00)  $(0.01)  $(0.01)  $(0.03)
                     
Weighted average number of common shares outstanding (basic and diluted)   22,237,567    22,188,111    22,237,562    22,100,822 

 

See Notes to Unaudited Interim Financial Statements

 

 4 
 

 

E-QURE CORP.

Statements of Cash Flows

For The Six Months Ended June,30 2018 and 2017

(Unaudited)

 

   For the six   For the six 
   months ended   months ended 
   June 30, 2018   June 30, 2017 
         
Cash flows from operating activities:          
Net loss  $(202,906)  $(570,961)
Adjustments required to reconcile net loss to cash used in operating activities:          
Option expense   -      
Imputed interest   9,456    107,176 
Share for services   -    60,127 
Changes in assets and liabilities:          
Increase (decrease) in prepaid expenses   21,000    5,000 
Increase (decrease) in other assets   7,000    - 
Increase (decrease) in accounts payable and accrued expenses   114,075    56,130 
Cash provided by (used in) operating activities   (51,375)   (343,528)
           
Cash flow from financing activities:          
Proceeds from shareholder loan   -    57,172 
Proceeds from debt issuance - related party   52,628    - 
Cash provided by financing activities   52,628    57,172 
           
Change in cash   1,253    (285,356)
Cash - beginning of period   10,962    292,976 
Cash - end of period  $12,215   $7,620 

 

See Notes to Unaudited Interim Financial Statements.

 

 5 
 

 

E-Qure Corp.

Notes to Unaudited Interim Financial Statements

June, 30,2018

 

1. The Company and Significant Accounting Policies

 

Organizational Background

 

E-Qure Corp. (“EQURE” or the “Company”) is a Delaware corporation with offices in Israel. E-QURE CORP. (“EQURE”) owns IP of innovate technology of wound healing device (BST).

 

Basis of Presentation:

 

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.

 

Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

 

Cash and Cash Equivalent s

 

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of June 30, 2018 and December 31, 2017.

 

Property and Equipment

 

New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

 

Valuation of Long-Lived Assets

 

We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

 

Stock Based Compensation

 

Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments . Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price of the warrants and the risk free interest rate.

 

Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock

 

We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

 

 6 
 

 

Fair Value of Financial Instruments

 

FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At June 30, 2018 and December 31, 2017, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.

 

Fair Value Measurements

 

The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are:

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 

Level 2: Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

 

Level 3: Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 

In determining fair value, the Company utilizes valuation techniques in its assessment that maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents the Company’s financial assets and liabilities that are carried at fair value, classified according to the three categories described above:

 

Fair Value Measurements at June 30, 2018
     Quoted Prices
in Active
   Significant    
     Markets for
Identical
Assets
  

Other

Observable

Inputs

   Significant Unobservable Inputs 
  Total       (Level 1)       (Level 2)       (Level 3)   
None   $-   $-   $-   $- 
Total assets and liabilities at fair value   $-   $-   $-   $- 

 

Fair Value Measurements at December 31, 2017
  Quoted Prices
in Active
   Significant    
   Markets for
Identical
Assets
  

Other

Observable

Inputs

   Significant Unobservable Inputs 
Total       (Level 1)       (Level 2)       (Level 3)   
None   $-   $-   $-   $- 
Total assets and liabilities at fair value   $-   $-   $-   $- 

 

When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended June 30, 2018 and December 31, 2017, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.

 

Earnings per Common Share

 

We compute net income (loss) per share in accordance with ASC 260, Earning per Share . ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 

 7 
 

 

Income Taxes

 

We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

 

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

 

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

 

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

 

Uncertain Tax Positions

 

The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

 

Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2008. We are not under examination by any jurisdiction for any tax year. At June 30, 2018, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48.

 

Recent Accounting Pronouncements

 

In May 2017, the FASB issued Update 2017-09 - Compensation - Stock Compensation (Topic 718): Effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Early adoption is permitted. This adoption is not expected to have a material impact on our financial position or results of operations.

 

In February 2017, FASB issued Update 2017-06 - Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force). Under Topic 960, investments in master trusts are presented in a single line item in the statement of net assets available for benefits. Similar guidance is not provided in Topic 962 or 965, which has resulted in diversity in practice. For each master trust in which a plan holds an interest, the amendments in this Update require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. Topics 960 and 962 require plans to disclose their percentage interest in the master trust and a list of the investments held by the master trust, presented by general type, within the plan’s financial statements. Stakeholders said that the disclosure can be misleading when the plan has a divided interest in the individual investments of the master trust (that is, when the plan has a specific, rather than a proportionate, interest in the master trust). The amendments in this Update remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trust’s balances in each general type of investments. Early adoption is permitted. This adoption is not expected to have a material impact on our financial position or results of operations.

 

 8 
 

 

In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three month-periods ended June 30, 2018 and 2017 and for the twelve-month period ended December 31, 2017. All such adjustments are of a normal recurring nature.

 

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

 

2. Stockholders’ Equity

 

Common Stock

 

We are currently authorized to issue up to 500,000,000 shares of $0.00001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. On May 12, 2014 the Board approved a 1 for 100 reverse split of the common stock. In conjunction with the reverse split the Company domiciled from New Jersey to Delaware.

 

Issuances of Common Stock During the Period ended June 30, 2018:

 

During the period ended June 30, 2018, we did not issue any shares of Common Stock.

 

Issuances of Common Stock in 2017:

 

On April 20, 2017, we issued 225,000 shares valued at $39,128 to two consultants for services provided. During the three months ended June 30, 2017, we authorized the issuance of 75,000 additional shares to the same two consultants valued at $0.14 or $21,000, which was recorded as stock payable.

 

Preferred Stock

 

We are currently authorized to issue up to 20,000,000 shares of $0.00001 par value preferred stock. There are no preferred shares outstanding as of June 30, 2018 and December 31, 2017.

 

Stock Options

 

On January 1, 2015, the Company authorized the adoption of the 2015 Employee Incentive Plan.

 

Stock Option Grants

 

On January 1, 2015, the board of director approved the 2015 Employee Incentive Plan. The total number of shares of Common Stock reserved for issuance by the Company either directly as Stock Awards or underlying Options granted under this Plan is 5,000,000 shares of Common Stock. On January 1, 2015, the Company granted options as follows under its 2015 Employee Incentive Plan: (i) Professor Ohry was granted options to purchase 250,000 shares of the Registrant’s common stock (“Option Shares”) at an exercise price equal to one dollar ($1.00) per Option Share. The Option Shares shall vest pursuant to the terms of a Scientific Advisory Board Agreement dated January 1, 2015 (the “Ohry SAB Agreement”). Provided the Ohry SAB Agreement remains in effect, 75,000 shares shall vest July 1, 2015, and the remaining 175,000 Option Shares shall vest at the rate of 25,000 Option Shares per quarter on the first day of each consecutive quarter; (ii) Dr. Ben Zion Weiner was granted options to purchase 350,000 Option Shares at an exercise price equal to one dollar ($1.00) per Option Share. The Option Shares shall vest pursuant to the terms of a Scientific Advisory Board Agreement dated January 1, 2015 (the “Weiner SAB Agreement”). Provided the Weiner SAB Agreement remains in effect, 105,000 Option Shares shall vest July 1, 2015 and the remaining 245,000 Option Shares shall vest at the rate of 35,000 Option Shares per quarter on the first day of each consecutive quarter; and (iii) Michel Sessler was granted options to purchase 150,000 Option Shares at an exercise price equal to one dollar ($1.00) per Option Share. The Option Shares shall vest pursuant to the terms of a Scientific Advisory Board Agreement dated January 1, 2015 (the “Sessler SAB Agreement”). Provided the Sessler SAB Agreement remains in effect, 45,000 Option Shares shall vest July 1, 2015 and the remaining 105,000 Option Shares shall vest at the rate of 15,000 Option Shares per quarter on the first day of each consecutive quarter.

 

Following is a table summarizing options still outstanding and exercisable along with exercise price and range of remaining term.

 

Type  Quantity   Exercise Price   Term 
Avi Ohry   250,000   $1.00    24 Months 
Dr. Ben Zion Weiner   350,000   $1.00    24 Months 
Michael Sessler   150,000   $1.00    24 Months 
Total   750,000           

 

During the six months ended June 30, 2018 and the year ended December 31, 2017, we expensed $0 and $107,176, respectively, in relation the options granted above.

 

 9 
 

 

3. Notes Payable

 

As of June 30, 2018, the Company had four short-term notes for a total of $190,679 outstanding.

 

During the six months ended June 30, 2018, the Company received additional funds of $52,628. The notes are due on demand and bear no interest rate. As such, imputed interest is calculated and included under additional paid-in capital. As of June 30, 2018, the Company has recorded $9,456 in imputed interest with respect to these notes.

 

During the year ended December 31, 2017, the Company issued three notes for a total of $138,051, two of which were issued to related parties. The notes are due on demand and bear no interest rate. As such, the imputed interest is calculated and included under additional paid-in capital. As of December 31, 2017, the Company has recorded $6,900 in imputed interest.

 

   June 30, 2018   December 31, 2017 
Roni Weisberg, Chairman  $60,783   $57,172 
Itsik Ben Yesha, CTO  $92,160   $49,745 
Michael Cohen   37,736    31,134 

 

4. Other Assets

 

As of June 30, 2018 and December 31, 2017, the Company recorded $56,382 and $63,382, respectively, as other assets representing securities compliance services to be repaid in cash or securities compliance services pursuant to an arrangement with the Company’s securities compliance consultant.

 

5. Related Party Transactions not Disclosed Elsewhere

 

As of June 30, 2018, the Company had four short-term notes for a total of $190,679 outstanding.

 

On January 1, 2015, the board of director approved the 2015 Employee Incentive Plan. The total number of shares of Common Stock reserved for issuance by the Company either directly as Stock Awards or underlying Options granted under this Plan is 5,000,000 shares of Common Stock. On January 1, 2015, the Company granted options as follows under its 2015 Employee Incentive Plan: (i) Professor Ohry was granted options to purchase 250,000 shares of the Registrant’s common stock (“Option Shares”) at an exercise price equal to one dollar ($1.00) per Option Share. The Option Shares shall vest pursuant to the terms of a Scientific Advisory Board Agreement dated January 1, 2015 (the “Ohry SAB Agreement”). Provided the Ohry SAB Agreement remains in effect, 75,000 shares shall vest July 1, 2015, and the remaining 175,000 Option Shares shall vest at the rate of 25,000 Option Shares per quarter on the first day of each consecutive quarter; (ii) Dr. Ben Zion Weiner was granted options to purchase 350,000 Option Shares at an exercise price equal to one dollar ($1.00) per Option Share. The Option Shares shall vest pursuant to the terms of a Scientific Advisory Board Agreement dated January 1, 2015 (the “Weiner SAB Agreement”). Provided the Weiner SAB Agreement remains in effect, 105,000 Option Shares shall vest July 1, 2015 and the remaining 245,000 Option Shares shall vest at the rate of 35,000 Option Shares per quarter on the first day of each consecutive quarter; and (iii) Michel Sessler was granted options to purchase 150,000 Option Shares at an exercise price equal to one dollar ($1.00) per Option Share. The Option Shares shall vest pursuant to the terms of a Scientific Advisory Board Agreement dated January 1, 2015 (the “Sessler SAB Agreement”). Provided the Sessler SAB Agreement remains in effect, 45,000 Option Shares shall vest July 1, 2015 and the remaining 105,000 Option Shares shall vest at the rate of 15,000 Option Shares per quarter on the first day of each consecutive quarter. We expensed $0 and $107,176, respectively, in relation to the option granted.

 

As of June 30, 2018 and December 31, 2017, we had accrued interest of $1,564 due to Mr. Weissberg, who is the Company’s Chairman of the audit committee. As of June 30, 2018 and December 31, 2017, we had accrued salaries of $342,225 and $228,150, respectively, due to three of our officers.

 

6. 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. 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.

 

7. Subsequent Events

 

After the quarter ended June 30, 2018, the Company raised $423,400 from the private sale of a total of 4,234,000 Units at $0.10 per Unit, each consisting of: (i) one share of Common Stock; (ii) one Class A Warrant exercisable for a period of 24 months to purchase ½ share of Common Stock at the equivalent of $0.50 per share; and (iii) one Callable Class B Warrant exercisable for a period of 36 months to purchase ½ share of Common Stock at the equivalent of $1.25 per share. The sale of the Units was made to 18 accredited investors, as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act, without registration, in reliance upon the exemption provided by Regulation S promulgated by the SEC under the Act. Each of the 18 accredited investors is a citizen and/or resident of the State of Israel and is a “non-U.S. Person” as defined in Rule 902 of Regulation S. The units sold in the Reg S offering were identical to the Units offered and sold in the Company’s registered Subscription Rights Offering, Registration No. 333-220371, declared effective by the SEC on May 10, 2018, incorporated by reference herein.

 

 10 
 

 

The Company received net proceeds of $510,943from this rights offering which it intends to use for general corporate purposes, including working capital, capital expenditures, as well as acquisitions and other strategic purposes.

 

In addition, subsequent to June 30, 2018, the Company’s executive officers and chairman converted debt in the aggregate amount of $275,303 into units consisting of a total of 2,753,030 shares, 1,376,515 Class A Warrants and Class B Warrants, having the same terms as the Class A and Class B Warrants set forth above, and 2,750,000 Class C Warrants each exercisable for a period of ten years to purchase one share of Common Stock at a price of $1.00.

 

There were no other subsequent events following the period ended June 30, 2018 through the date the financial statements were issued that would materially affect the financial statements.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

 

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Plan of Operations

 

In January 2014, Mr. Weissberg negotiated with Lifewave Ltd., a public company organized under the laws of the State of Israel, for the purpose of acquiring certain of Lifewave’s IP assets pertaining to a wound healing device. The Registrant signed a patent purchase agreement with Lifewave on January 6, 2014 (the “Agreement”), the closing of which was subject to several material conditions, including our ability of raising equity capital sufficient to develop and commercially exploit the technology.

 

On June 4, 2014, we completed the purchase of all right, title and interest to certain IP assets, including rights to a wound treatment device. The IP assets, including the wound healing device, acquired by the Registrant are designed for wound treatment incorporating Bioelectrical Signal Therapy (“BST Device”). The BST Device implements patented and proprietary electrical stimulation technologies to treat hard-to-cure wounds and ulcers up to complete closure and/or cure.

 

Pursuant to the Agreement, the Registrant has agreed to pay Lifewave a royalty of from 10% to 20% of the profits (as defined in the Agreement) generated from the BST Device.

 

In June 2014, the Registrant entered into an agreement with the Austen BioInnovation Institute in Akron (“ABIA” or the “Institute”), for the purpose of bringing our BST Device to the U.S. market.

 

The Company’s management selected ABIA’s Product Innovation and Commercialization Division, which has significant expertise in wound healing, clinical trial development, and regulatory operations, to spearhead its pre-market clinical trial program, which is necessary to apply for regulatory approval from the United States Food and Drug Administration (“FDA”) to distribute the BST Device in the United States. As part of the Institute’s fully integrated regulatory and device development service Offerings, ABIA will prepare on behalf of the Company an application to obtain FDA approval. The initial trial will include 70 patients in a double-arm, randomized, multi-center study to assess the safety and efficacy of the BST Device in patients with Stage II and III pressure and venous stasis ulcers; and submit data to the FDA to obtain approval.

 

On December 18, 2015, the Registrant confirmed certain information that it had received from ABIA that, while ABIA still anticipated that it would be able to provide the Registrant with a final draft of the IDE application, ABIA had sustained financial difficulties and key personnel losses that would likely adversely affect its ability to perform under the Agreement on a timely basis, if at all. As a result, the Registrant requested that ABIA fully refund the monies paid to ABIA under the Agreement. In addition, the Registrant agreed to engage a professional regulatory consultant, who was a former member of ABIA’s regulatory staff, to serve as the Registrant’s FDA regulatory consultant on an interim basis, subject to the execution of a separate services agreement. The Registrant is also evaluating the advisability of engaging another firm to replace ABIA, which process may be expected to delay the IDE approval process for the BST Device.

 

The Company’s success is dependent upon the successful FDA clinical trial of its BST Device. The Device may need additional development and may never achieve safety or efficacy. The Company believes that its design and procedure show promise, but the path to commercial success, even if development milestones are met, may take more time and might be more costly.

 

There are a number of potential obstacles the Company might face, including the following:

 

We may not be able to raise additional funds we may need to complete the clinical trials.
Competitors may develop alternatives that render BST Device redundant or unnecessary.
We may not have a sufficient and sustainable intellectual property position.
Our device may be shown to have harmful side effects or other characteristics that indicate it is unlikely to be safe and effective.

 

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Our device may not receive regulatory approval.
Even if our device receives regulatory approval, it may not be accepted by patients, the medical community or third-party payers.

 

During the three months ended June 30, 2018, the Registrant did not raise any equity capital.

 

Recent Developments

 

Effective October 15, 2014, through our wholly-owned Israeli subsidiary, ESQURE, we entered into an Asset Purchase Agreement with Michael Cohen. We purchased all of Mr. Cohan’s assets (the “Seller’s Assets”) related to our BST Device for 875,000 restricted shares of common stock valued at $350,000. The Seller’s Assets settled a subscription receivable under a previous subscription agreement for the same number of shares. Pursuant to the terms of the Asset Purchase Agreement, we purchased all of Seller’s Assets related to our BST Device.

 

On December 28, 2014, the Registrant entered into a preliminary distribution agreement with Rubifarm S.A., an entity organized under the laws of Argentina (“Rubifarm”), which agreement is subject to approval by the regulatory authorities of Argentina. At the date of regulatory approval, which is anticipated during the 4th quarter of 2015, a definitive agreement will be executed and filed with the SEC. The agreement contemplates that Rubifarm will be granted exclusive distribution rights for the BST Device™ in Argentina for an initial term of 5 years subject to Rubifarm meeting a minimum purchase quota of $1.5 million during the initial 5-year term in order to retain its exclusivity.

 

On July 30, 2015, the Company reported that it entered into an exclusive distribution agreement (the “Distribution Agreement”) with Chemipal Ltd, a closely-held Tel-Aviv Stock Exchange listed company organized under the laws of the State of Israel (“Chemipal”). Chemipal has been actively engaged in the distribution of medical products in srael since 1941. Under the Distribution Agreement, the Registrant has granted Chemipal exclusive distribution rights to the BST Device and the accompanying disposable electrodes (sometimes collectively, the “Products”) in Israel for an initial 5 year term, subject to Chemipal satisfying a minimum purchase quota of $3 million during the term.

 

On December 18, 2015, the Registrant confirmed certain information that it had received from ABIA that, while ABIA still anticipated that it would be able to provide the Registrant with a final draft of the IDE application, ABIA had sustained financial difficulties and key personnel losses that would likely adversely affect its ability to perform under the Agreement on a timely basis, if at all. As a result, the Registrant requested that ABIA fully refund the monies paid to ABIA under the Agreement. In addition, the Registrant agreed to engage a professional regulatory consultant, who was a former member of ABIA’s regulatory staff, to serve as the Registrant’s FDA regulatory consultant on an interim basis, subject to the execution of a separate services agreement. The Registrant is also evaluating the advisability of engaging another firm to replace ABIA, which process may be expected to delay the IDE approval process for the BST Device.

 

In May 2016, the Company commenced legal action against ABIA in the Supreme Court of the State of New York, New York County (the “Lawsuit”). The Lawsuit alleges the breach of contract against ABIA to a Clinical Trial Agreement between the Company and ABIA dated June 5, 2014 (the “CTA”) based upon, among other reasons: (i) the failure of ABIA to commit sufficient personnel to the Company’s BST device project; (ii) misrepresenting the ability of its staff to perform its obligations under the CTA; (iii) failing to provide the FDA with adequate evidence to support the IDE applications and providing incorrect responses to the FDA; and (v) misappropriating the Company’s funds for use on other ABIA projects and expenses rather than in fulfillment of its contract obligations. The Lawsuit seeks approximately $475,000 in actual damages, representing the fees paid by the Company to ABIA, loss of profits in an amount not less than $3 million and reasonable attorneys’ fees and costs and expenses. During October 2016, the Company signed settlement agreement with ABIA on the amount of $300,000.

 

On July 18, 2016, the Company received the CE Certificate of Conformity and the ISO 13485 Certification. The CE Certification for our BST Wound Healing Device is a declaration that it complies with the requirements of the EU related to health, safety and environmental protections and acknowledges that the BST Device may be legally marketed in the EU. As a result, we are prepared to commence manufacturing and marketing for our BST Device in Europe as well as other non-European countries that accept the CE Certification. The ISO is the International Organization for Standardization, and represents that the company’s quality systems and procedures satisfies the requirements for a comprehensive quality management for the design and manufacture of medical devices.

 

On October 14, 2016, the Registrant received notification from FDA that it has granted conditional approval to the IDE application, authorizing us to commence a clinical investigation of our BST Device for wound healing. The main condition set forth is that the trial shall begin initially with 10 patients, after which we will file a safety report with the FDA before proceeding with the trial, which contemplates testing the BST Device with 90 patients altogether.

 

On January 8, 2017, the Registrant entered into a five-year distribution agreement (the “Distribution Agreement”) with TekMedica SAS, organized under the laws of Colombia (“TekMedica” or the “Distributor”). Pursuant to the Distribution Agreement, the Registrant granted TekMedica the exclusive rights to distribute the Registrant’s medical device for the treatment of chronic wounds (the “BST Device™”) and the accompanying disposable electrodes (sometimes collectively, the “Products”) in Colombia (the “Territory”).

 

The Distribution Agreement provides that Registrant will provide Distributor with supplies of the BST Devicee and disposable electrode for treatment of patients in hospitals, long-term care facilities, medical centers and out-patient clinics. The Distributor will make an initial advance payment to be applied against the first year’s quota together with an initial order supported by a Letter of Credit with subsequent orders as part of the quota, as set forth in the Distribution Agreement, with minimum annual quota’s during the five-year term. The Distributor will be responsible for securing any product certification, permit, license or approval that may be required in the Territory for the marketing, sale, sublicensing and delivery and use of the BST Devise and Products in the Territory.

 

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On February 20, 2017, the Registrant received the official certification from the Israeli Ministry of Health authorizing the use of the Registrant’s BST Device in Israel. The BST Device implements patented and proprietary electrical stimulation technologies to treat hard-to-cure wounds and ulcers up to complete closure and/or cure.

 

Results of Operations during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017

 

We have not generated any revenues during the three months ended June 30, 2018 and 2017. We had operating expenses mainly related to general and administrative expenses and research and development expenses. During the three months ended June 30, 2018, we incurred a net loss from operations of $92,201 due to general and administrative expenses of $82,312 and research and development expenses of $9,889 as compared to a net loss from operation of $229,038 due to general and administrative expenses of $189,751 and research and development expenses of $39,287 in the same period in the prior year.

 

Our R&D expenses decreased by $29,398 during the three months ended June 30, 2018 as compared to the prior year mainly due to decreased expenses related to ongoing expenses related to obtaining FDA approval for our BST device.

 

Results of Operations during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017

 

We have not generated any revenues during the six months ended June 30, 2018 and 2017. We had operating expenses mainly related to general and administrative expenses and research and development expenses. During the six months ended June 30, 2018, we incurred a net loss from operations of $202,906 due to general and administrative expenses of $188,124 and research and development expenses of $14,782 as compared to a net loss from operation of $570,961 due to general and administrative expenses of $398,829 and research and development expenses of $172,132 in the same period in the prior year.

 

Our R&D expenses decreased by $157,350 during the six months ended June 30, 2018 as compared to the prior year mainly due to decreased expenses related to ongoing expenses related to obtaining FDA approval for our BST device.

 

Liquidity, Capital Resources and Strategy

 

On June 30, 2018, we had current assets of $12,215 consisting of $12,215 in cash, as compared to current assets of $31,962 at December 31, 2017, consisting of $10,962 in cash and $21,000 in receivables and prepaid expenses. We had other assets of $56,382 as of June 30, 2018 and $63,382 as of December 31, 2017. We had total assets of $68,597 as of June 30, 2018 and $95,344 as of December 31, 2017.

 

We had current liabilities of $534,468 as of June 30, 2018 consisting of $1,564 in accounts payable, accrued expenses of $342,225 and $190,679 in short-term notes payable to related parties. We had current liabilities of $367,765 as of December 31, 2017 consisting of $1,564 in accounts payable, $228,150 in accrued expenses and $138,051 in short-term notes payable to related parties. We had no long-term liabilities as of June 30, 2018 and December 31, 2017.

 

We used $51,375 in our operating activities during the six months ended June 30, 2018, which was due to a net loss of $202,906 offset by imputed interest charges of $9,456, an increase in prepaid expenses of $21,000, an increase in other assets of $7,000 and in increase in accounts payable and accrued expenses of $114,075. We used $343,528 in our operating activities during the three months ended June 30, 2017, which was due to a net loss of $570,961 offset by an increase in accounts receivable of $5,000, prepaid expenses of $56,130, shares issued for services valued at $60,127 and stock option expense of $107,176.

 

We financed our negative cash flow from operations during the six months ended June 30, 2018 and 2017 through proceeds from the issuance of short-term debt to related parties.

 

We had no investing activities during the six months ended June 30, 2018 and 2017.

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America with an auditor’s going concern opinion for the years 2017 and 2016. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated.

 

The Company has reported a net loss of $202,906 during the six months ended June 30, 2018 and $853,168 for the year ended December 31, 2017 and had a total accumulated deficits of $31,821,593 and $31,618,687 as of June 30, 2018 and December 31, 2017, respectively.

 

The Company had no revenues from operations during the three and six months ended June 30, 2018 and 2017. As of June 30, 2018, the Company had $12,215 cash on hand and had negative working capital of $522,253.

 

We believe that our current cash on hand of $12,215, as of June 30, 2018, will not be sufficient to meet our operating requirements throughout the ensuing twelve month period. We require additional financing at satisfactory terms and conditions, of which there can be no assurance, in order to satisfy our ongoing capital requirements for the next twelve months in order to execute our plan of operation as presently constituted.

 

Subsequent to the period ended June 30, 2018, the Company completed a rights offering to its shareholders pursuant to which its stockholders received non-transferable subscription rights for each four (4) shares of Common Stock. Each whole subscription right has the right to purchase one (1) Unit, each consisting of: (i) one (1) share of our Common Stock; (ii) a Class A Warrant exercisable for a period of 24 months to purchase ½ share of Common Stock; and (iii) a Callable Class B Warrant exercisable for a period of 36 months to purchase ½ share of Common Stock, at a price of $0.10 per Unit. The Company received net proceeds of $510,943 from this rights offering which it intends to use for general corporate purposes, including working capital, capital expenditures, as well as acquisitions and other strategic purposes.

 

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We do not expect to generate cash flow from operations unless we receive FDA approval for our BST Device.

 

Our management believes that our operations will generate revenues in the US beginning of 2019. We expect that FDA approval for our BST Device will improve our ability to generate revenues from sales in other geographic areas. Our future ability to generate cash flows from operations will depend on the demand for our BST Device, as well as general economic, financial, competitive and other factors, many of which are beyond our control.

 

If and when we receive FDA approval of our BST Device, of which there can be no assurance, our business might not generate sufficient future cash flow in an amount sufficient to enable us to fund our liquidity needs, including working capital, capital expenditures, investments and other general corporate requirements.

 

Availability of Additional Capital

 

We have no commitments or arrangements, formal or otherwise, from any person or entity to provide us with any additional capital. The Company may be unable to implement its present plan of operation and this could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Our future financing transactions may include the issuance of equity and/or debt securities. In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely effected. Further, if we issue additional equity or debt securities, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. We are not aware of any material trend, event or capital commitment, which would or could potentially adversely affect our liquidity. We do not have any arrangements with potential investors or lenders to provide us with any additional financing and there can be no assurance that any such additional financing will be available when required in order to proceed with the business plan.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures. As of June 30, 2018, 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 as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as June 30, 2018. Management has identified corrective actions for the weakness and will periodically reevaluate the need to add personnel and implement improved review procedures during fiscal year 2018.

 

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, which could materially affect our business, financial condition or future results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Not applicable.

 

ITEM 6. EXHIBITS

 

(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.

 

Exh. 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.

 

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SIGNATURES

 

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

 

  E-Qure Corp.
     
Date: September 6, 2018 By: /s/ Ohad Goren
  Name: Ohad Goren
  Title: Chief Executive Officer

 

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

 

Date: September 6, 2018 By: /s/ Gal Peleg
  Name: Gal Peleg
  Title: Principal Accounting and Financial Officer

 

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