Citrine Global (CTGL) 10-K 10 May 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	TechCare Corp.
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Trading Symbol	tecr
Amendment Flag	false
Entity Central Index Key	1,498,067
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	20,381,211
Entity Public Float		$ 2,464,236
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

TechCare Corp. - Consolidated B

TechCare Corp. - Consolidated Balance Sheets		Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Current assets:
Cash and cash equivalents		$ 275,041	$ 254,324
Other receivables		23,069	82,337
Total current assets		$ 298,110	$ 336,661
Non-current assets:
Severance pay fund		5,988	0
Lonf-term deposit		5,670	0
Property and equipment, net		$ 100,841	$ 71,635
Total non-current assets		112,499	71,635
Total assets		410,609	408,296
Current liabilities:
Accounts payable and accrued expenses		203,962	168,448
Notes payable and loan		80,026	178,740
Total current liabilities		$ 283,988	$ 347,188
Non-current liability:
Liability for severance pay		12,663	0
Total liabilities		$ 296,651	$ 347,188
Stockholders' equity (deficit):
Preferred stock	[1]	0	0
Common stock		2,038	1,382
Treasury stock		0	(6)
Accumulated other comprehensive income (loss)		$ 97,003	$ (56,504)
Notes receivable for shares allotment		0	(166,532)
Additional paid-in capital		$ 3,727,610	$ 2,141,739
Accumulated deficit		(3,712,693)	(1,858,971)
Total stockholders' equity (deficit)		113,958	61,108
Total liabilities and stockholders' equity (deficit)		$ 410,609	$ 408,296
[1]	$0.0001 par value; 500,000,000 shares authorized; 20,381,211 and 13,816,571 issued and outstanding at December 31, 2016 and 2015, respectively

TechCare Corp. - Consolidated S

TechCare Corp. - Consolidated Statements of Operations	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares	Dec. 31, 2015USD ($)$ / sharesshares
Consolidated Statements of Operations (USD $)
Revenues	$ 0	$ 0
Expenses:
Research and development, net	1,004,284	398,955
General and administrative	822,887	325,390
Operating loss	$ (1,827,171)	$ (724,345)
Financial expenses	26,551	42,645
Net loss	$ (1,853,722)	$ (766,990)
Net loss per common stock:
Basic | $ / shares	$ (0.113)	$ (0.062)
Diluted | $ / shares	$ (0.113)	$ (0.062)
Weighted average number of common stock outstanding:
Basic | shares	16,406,456	12,346,081
Diluted | shares	16,406,456	12,346,081
Comprehensice loss:
Net loss	(1,853,722)	(766,990)
Other comprehensive income (loss) attributable to foreign currency translation	153,507	(38,801)
Comprehensice loss	(1,700,215)	(805,791)

TechCare Corp. - Consolidated 4

TechCare Corp. - Consolidated Statement of Stockholders' Equity (Deficit)	Common Stock	Common Stock, Amount	Treasury Stock, Share	Treasury Stock, Amount	Additional Paid-in Capital	Notes receivable for shares allotment	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Stockholders' Equity
Balance, beginning of period at Dec. 31, 2014	10,875,592	1,088	62,164	(6)	1,049,722	(1,532)	(1,091,981)	(17,703)	(60,412)
Issuance of common stock	2,024,682	202			577,497	(165,000)			412,699
Conversion of payables into common stocks	916,297	92			227,163				227,255
Issuance of stocks related to reverse merger
Receipt of funds for stocks issued
Foreign currency translation differences								(38,801)	(38,801)
Stock-based compensation					287,357				287,357
Net loss for the year							(766,990)		(766,990)
Balance, end of period at Dec. 31, 2015	13,816,571	1,382	62,164	(6)	2,141,739	(166,532)	(1,858,971)	(56,504)	61,108
Issuance of common stock
Conversion of payables into common stocks
Issuance of stocks related to reverse merger	6,564,640	656	(62,164)	6	1,144,268				1,144,930
Receipt of funds for stocks issued						166,532			166,532
Foreign currency translation differences								153,507	153,507
Stock-based compensation					441,603				441,603
Net loss for the year							(1,853,722)		(1,853,722)
Balance, end of period at Dec. 31, 2016	20,381,211	2,038	0	0	3,727,610	0	(3,712,693)	97,003	113,958

TechCare Corp. - Consolidated 5

TechCare Corp. - Consolidated Statements of Cash Flows	12 Months Ended
	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Operating activities:
Net loss	(1,853,722)	(766,990)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation expenses	15,720	6,911
Stock-based compensation	441,603	287,357
Changes in cash attributable to changes in operating assets and liabilities:
Other receivables	60,488	(64,092)
Decrease (increase) in accounts payable and accrued expenses	33,017	131,581
Liability for severance pay	12,663	0
Net cash used in operating activities	$ (1,290,231)	$ (405,233)
Investing activities:
Purchase of property and equipment	(44,926)	77,363
Severance pay fund	(5,988)	0
Investments in long-term deposit	(5,670)	0
Net cash provided by (used in) investing activities	$ (56,584)	$ 77,363
Financing activities:
Cash acquired through merger with Novomic Ltd.	1,144,930	0
Proceeds of funds on account of reverse merger	0	100,000
Proceeds of funds for stocks issued	166,532	0
Issuance of common stock	0	412,699
Net cash provided by financing activities	$ 1,311,462	$ 512,699
Translation adjustment on cash and cash equivalents	56,070	(21,262)
Net increase (decrease) in cash and cash equivalents	$ 20,717	$ 8,841
Cash and cash equivalents - beginning of period	254,324	245,483
Cash and cash equivalents - end of period	275,041	254,324

Note 1_ Nature of Operations an

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents	12 Months Ended
	Dec. 31, 2016
Notes
Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents	NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Nature of operations Techcare Corp. ("Techcare" or the "Company"); formally known as BreedIT Corp. ("BreedIt"), was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB Market under the ticker symbol “TECR”. On February 8, 2016, the Company signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Ltd.("Novomic"), a private company incorporated under the laws of the state of Israel. The closing of the merger took place on August 9, 2016 ("the merger date") pursuant to which Novomic became a wholly-owned subsidiary of the Company. The merger was structured as a reverse merger. See note 4 for further details. Novomic was incorporated as a private limited company in Israel in 2009. Since inception, Novomic has been a technology company engaged in the design, development, manufacturing and commercialization of a unique platform utilizing vaporization of natural, plant-based compounds to enable a wide variety therapeutic, wellness and beauty treatments. Novomic's first products are Novokid - a device for the effective treatment of head lice and Shine - a device for treatment and rejuvenation of the hair and scalp. Both devices include a vaporizer, capsules and cap, all proprietary and patented. Going Concern During the year ended December 31, 2016, the Company had a total comprehensive loss of $1.7 million. As of December 31, 2016, the Company had incurred accumulated losses of approximately $3.7 million. Based on the projected cash flows and Company's cash balance as of December 31, 2016, the Company's management is of the opinion that without further fund raising it will not have sufficient resources to enable it to continue advancing its activities including the development, manufacturing and marketing of its products for a period of at least 12 months from the date of issuance of these financial statements. As a result, there is substantial doubt about the Company's ability to continue as a going concern. Management’s plans include the continued commercialization of their products, continue taking cost reduction steps and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to reduce activities, curtail or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. B. Summary of significant accounting policies Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Techcare, and its subsidiary, Novomic. All intercompany accounts and transactions have been eliminated in consolidation. Contingent Liabilities F-33 Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be estimated, then the Company would record an accrued expense in the Company’s financial statements. If the assessment indicates that a potential loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, is disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless material or they involve guarantees in which case the guarantee would be disclosed. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates using assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the assumptions underlying of stock-based compensation. Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New Israeli Shekel (“NIS”). The presentation currency of the financial statements is the US dollar. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss). Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less when acquired, that are not restricted as to withdrawal or use, are considered to be cash or cash equivalents. Property and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are charged to expense as incurred, while betterments and improvements that extend the useful life or add functionality to the assets are capitalized. Depreciation lives are as follows: Years Computers equipment and software 3 Office furniture and equipment 14-15 Leasehold improvements 10 Machinery and equipment mainly 5 Impairment of long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In the event that the sum of the F-34 expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values. During the years ended 2016 and 2015, no impairment indicators have been identified. Reverse Merger The financial statements of the Company prior to the merger date are the historical financial statements of Novomic. The financial statements of the Company after the merger date reflect the results of the operations of Novomic and Techcare on a combined basis. See Note 4 for further details. Fair value of financial instruments The carrying amount of the Company's financial instruments, including cash equivalents, current assets, accounts payable and accrued liabilities, notes payables and loan approximate their fair value, due to their short term in nature and their carrying amounts approximates the amounts expected to be received or paid. Research and Development Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment and supplies for research and development activities. Participation from government departments for development of approved projects is recognized as a reduction of expense as the related costs are incurred. Loss per Share Loss per share is based on the loss that is attributed to the stockholders holding common stocks, divided by the weighted average number of common stocks in issue during the period. For purposes of the calculation of the diluted loss per share, the Company adjusts the loss that is attributed to the holders of the Company’s common stock, and the weighted average number of common stock assuming conversion of all of the dilutive potential stock. The potential stock are taken into account only if their effect is dilutive (increases loss per share). Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards, including stock-based option awards under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2016, and 2015, the volatility was based on the historical stock volatility of several peer companies as the Company has limited trading history to use the volatility of its own common stock. The expected option term is calculated using the simplified method, as the Company has no historical share option exercise experience which can provide a reasonable basis to estimate its expected option term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures. See note 4 for further details regarding stock-based awards modification related to the reverse merger. F-35 Income Taxes The Company and its subsidiary are subject to income taxes in the jurisdictions in which they operate. The Company’s provision for income taxes is based on statutory income tax rates in the tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available credits and incentives. Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases of assets and liabilities under the applicable tax laws, and on effective tax rates in effect when the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction are presented as a noncurrent net asset or liability, net of any valuation allowances. Valuation Allowances Valuation allowances are provided unless it is more likely than not that all or a portion of the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if the company takes operational or tax positions that could impact the future taxable earnings of a subsidiary. Given the Company and subsidiary losses, a full valuation allowance has been provided with respect to its deferred tax assets. Comprehensive Income (loss) The Company complies with ASC 220, Comprehensive Income, which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its foreign subsidiary financial statements from functional currency to reporting currency as a component of comprehensive income (loss).

Note 2_ Recently Issued Account

Note 2: Recently Issued Accounting Pronouncements	12 Months Ended
	Dec. 31, 2016
Notes
Note 2: Recently Issued Accounting Pronouncements	NOTE 2: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February, 2016, the FASB issued a new ASU which revises lease accounting guidance. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all leases, other than leases that meet the definition of a short-term lease. The liability and the right-of-use asset arising from the lease will be measured as the present value of the lease payments. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach. The Company is currently evaluating the impact of the adoption of the new lease accounting guidance on its consolidated financial statements. In March 2016, the FASB issued an ASU No. 2016-09, which simplifies certain aspects of the accounting for share-based payments, including accounting for income taxes, classification of awards as either equity or liabilities, classification on the statement of cash flows as well as allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. The ASU is effective for annual reporting periods (including interim periods within those annual reporting periods) beginning after December 15, 2016 and all amendments of the ASU that apply must be adopted in the same period. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. 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, F-36 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. This update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in ASU 2014-15 provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. This new standard requires management to assess the 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). ASU 2014-15 was effective during the year ended December 31, 2016 for the Company and all appropriate disclosures have been made.

Note 3_ Restatement

Note 3: Restatement	12 Months Ended
	Dec. 31, 2016
Notes
Note 3: Restatement	NOTE 3: RESTATEMENT The Company restated the December 31, 2015 financial statements in order to correct the following errors: 1) Reclassification of certain property, plant and equipment items that was previously expensed. 2) Reclassification of certain debt instruments previously presented as equity based on the nature of the instrument (although its legal form is a debt instrument). 3) Measurement of stock-based compensation for the Company's 2015 stock grants. 4) Accounting for notes receivable for share allotment in 2015. The following is the effect of the restatement on the Company’s financial statements as of December 31, 2015 and for the year then ended: F-37 Consolidated balance sheet as of December 31, 2015: As previously reported Adjustments As presented in these financial statements U.S. Dollar Property and equipment, net 14,445 57,190 71,635 Notes payable and loans 78,740 100,000 178,740 Common stock 50 1,332 1,382 Treasury stock (29) 23 (6) Additional paid-in capital 1,333,995 807,744 2,141,739 Stock payable 456,741 (456,741) - Notes receivable for share allotment (1,532) (165,000) (166,532) Accumulated deficit (1,628,804) (230,167) (1,858,971) Consolidated statement of operations and comprehensive loss for the year ended December 31, 2015: As previously reported Adjustments As presented in these financial statements U.S. Dollar Research and development 329,223 69,732 398,955 General and administrative 164,955 160,435 325,390 Net loss for the year (536,823) (230,167) (766,990) Comprehensive loss (575,624) (230,167) (805,791) Loss per share – Basic and diluted (0.049) (0.013) (0.062) Consolidated statements of cash flows for the year ended December 31, 2015: As previously reported Adjustments As presented in these financial statements U.S. Dollar Net cash used in operating activities (449,346) 44,113 (405,233) Net cash used in investing activities (15,711) (61,652) (77,363) Net cash provided by financing activities: 512,699 - 512,699 Issuance of common stock 512,699 (100,000) 412,699 Proceeds of funds on account of reverse merger - 100,000 100,000

Note 4_ Reverse Merger

Note 4: Reverse Merger	12 Months Ended
	Dec. 31, 2016
Notes
Note 4: Reverse Merger	NOTE 4: REVERSE MERGER On August 9, 2016 (the "merger date"), Techcare and Novomic completed a reverse merger. Pursuant to the merger, Techcare issued to Novomic's shareholders approximately 622 common stock for each share held by Novomic's shareholders. Upon issuance, Novomic became a wholly-owned subsidiary of Techcare. Immediately prior to the merger date, Techcare’s stockholders approved the following: (i) a reverse split of Techcare’s common stock at a ratio of 1 for 30, (ii) 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. After giving effect to the reverse split, the former holders of Novomic common stock held 73.52% of the Company’s common stock and the holders of Techcare common shares retained 26.48% of the Company’s common stock. The calculation of the common stock to be held after the merger by the Novomic shareholders and the Techcare stockholders gave effect to the assumed exercise of all outstanding in-the-money options of each entity. While Techcare was the legal acquirer in the merger, Novomic was treated as the acquiring company in the merger for accounting purposes with the merger accounted for as a reverse merger. As a result, the financial statements of F-38 the Company prior to the merger date are the historical financial statements of Novomic. The financial statements of the Company after the merger date reflect the results of the operations of Novomic and Techcare on a combined basis. The net acquired assets of the Company as of the merger date was $1,144,930 and were comprised of tangible assets and liabilities. There were no fair value adjustments necessary to perform as the carrying values of the tangible assets and liabilities approximated fair value. Further, given the nature of the operations of TechCare prior to the merger, there were no intangible assets, including goodwill, established as a result of the merger. At the completion of the merger, each outstanding option to purchase one share of Novomic ordinary shares was subject to conversion into approximately 622 options to purchase common stock of the Company at an exercise price equal to $0.0001 and in accordance with the original terms of the Novomic option. Stock-based compensation expenses of $442 thousand were recognized on the merger date as a result of the abovementioned modification – see Note 9 for further details. The converted stock options represent the fair value of such options attributable to services prior to the merger date using the stock price on the merger date as an input to the Black-Scholes valuation model to determine the fair value of the options. The following assumptions were applied in determining the fair value of deemed (for accounting purposes only) conversion of Novomic equity awards for a weighted average grant date fair value that was between $0.36 and $0.69 per share: Risk-free interest rate 0.78% Expected shares price volatility 70% Expected option term (years) 2.8 Dividend yield - The following unaudited pro forma financial information reflects the merger transaction between Novomic and TechCare as if the acquisition had occurred on January 1, 2015. Pro forma Combined unaudited Year Ended December 31, 2016 Revenues $ - Operating loss (2,540,113) Net loss $ (2,540,113) Net loss for common stock – Basic and diluted 0.12 Pro forma Combined unaudited Year Ended December 31, 2015 Revenues $ 5,848 Operating loss (1,824,691) Loss from continuing operations (1,946,087) Loss from discontinuing operations (354,492) Net loss $ (2,300,579) Net loss for common stock – Basic and diluted 0.11

Note 5_ Property Plant and Equi

Note 5: Property Plant and Equipment	12 Months Ended
	Dec. 31, 2016
Notes
Note 5: Property Plant and Equipment	NOTE 5: PROPERTY PLANT AND EQUIPMENT Property, plant and equipment, consists of the following: December 31, 2016 December 31, 2015 (Restated) US dollars Computer equipment and software $ 12,402 $ 4,107 Office furniture and equipment 9,056 8,167 Leasehold improvements 4,584 4,517 Machinery and equipment 97,510 61,835 $ 123,552 $ 78,626 Accumulated depreciation (22,711) (6,991) Property and equipment, net 100,841 71,635 Depreciation expenses were approximately $16 thousand and $7 thousand in the years ended December 31, 2016 and 2015, respectively.

Note 7_ Notes Payable and Loan

Note 7: Notes Payable and Loan	12 Months Ended
	Dec. 31, 2016
Notes
Note 7: Notes Payable and Loan	NOTE 7: NOTES PAYABLE AND LOAN 1) Up until December 31, 2014, Novomic received notes payable in the aggregated amount of $228,855 with no stated maturity date and bearing no interest. During 2015, notes payable in the amount of $176,890 were converted into Novomic's Ordinary Shares. At December 31, 2016 and December 31, 2015, the notes payable balance is $80,026 and $78,740, respectively. The note is payable upon demand of the lender. 2) In December 2015, Novomic entered into a Convertible Bridge Loan Agreement (the "Loan Agreement") with Techcare (the "Lender"). According to the Loan Agreement the Lender agreed to provide Novomic with a convertible bridge loan in the aggregate principal amount of $100,000. The loan principal amount shall bear interest at a rate of six percent (6%) per annum. The outstanding balance owed under the Loan Agreement shall include the loan principal amount together with any accrued interest. All amounts under the Loan Agreement shall immediately become due and payable in cash upon the occurrence of the earlier of the following: (i) a default event (as described in the Loan Agreement): (ii) the Company and the Lender fail, for any reason, to execute a definitive merger agreement until February 28, 2016 (the "End of first period"). The convertible loan is subject to an optional conversion mechanism according to which within 12 months following the End of first period Novomic and the Lender fail, for any reason, to execute a definitive merger agreement, the Lender, at its sole and absolute discretion, shall be entitled to convert the loan amount to such number of shares at a price per share representing a pre-money valuation of $3 million. F-40 Unless earlier repaid, the Loan Amount shall be automatically converted to Novomic's shares upon the closing of a definitive merger agreement. On August 9, 2016, Techcare and Novomic completed their merger, pursuant to which the Loan was extinguished. As of December 31, 2016, the carrying amount of the notes payable and loan approximates its fair value based on the short-term nature of the note.

Note 8_ Liability For Severance

Note 8: Liability For Severance Pay	12 Months Ended
	Dec. 31, 2016
Notes
Note 8: Liability For Severance Pay	NOTE 8: LIABILITY FOR SEVERANCE PAY Israeli labor laws generally require severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances. The following principal plans relate to the Company’s employees in Israel: Severance pay liability with respect to Israeli employees’ is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. The Company records an expense for the increase in its severance liability, net of earnings (losses) from the related severance pay fund. The liability is presented on the undiscounted basis as a long-term liability. The Company’s liability for all of its Israeli employees is covered for by monthly deposits with severance pay funds. The value of the deposited funds is based on the cash surrender value of these policies and includes profits (or loss) accumulated through the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to Israeli Severance Pay Law or labor agreements. The amounts funded are presented separately in the balance sheet as a severance pay fund.

Note 9_ Stockholders' Equity

Note 9: Stockholders' Equity	12 Months Ended
	Dec. 31, 2016
Notes
Note 9: Stockholders' Equity	NOTE 9: STOCKHOLDERS' EQUITY Share capital As discussed in note 4, the merger is accounted for as a reverse merger with Techcare as the legal acquirer and Novomic as the accounting acquirer. Under the reverse merger, the U.S. dollar amount for common stocks is based on the nominal value and the stocks issued by Techcare (reflecting the legal structure of Techcare as the legal acquirer) on the merger date plus subsequent common stocks issued by the Company. Historical shareholders' equity reflects the accounting acquirer's share number and U.S. dollar amount adjusted for the exchange ratio determined in the reverse merger. The amounts in additional paid-in capital represent that of Novomic and include the fair value of common stocks deemed for accounting purposes to have been issued by Techcare on the merger date. The Novomic additional paid-in capital was also adjusted for the difference between the common stock issued as part of the merger and the historical Novomic common shares including the elimination of Novomic's treasury stock. Common stock confer upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. Also, upon completion of the merger, the Company's stockholders' approved the authorization of ten million (10,000,000) shares of 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. No preferred stock was issued during the year ended December 31, 2016. On October21, 2016, the Company effected a 1 for 30reverse stock split. All stock information in this report has been retrospectively adjusted to reflect the reverse stock split. Stock-Based Compensation Stock based awards are accounted for using the fair value method in accordance with ASC 718, Shared Based Payment. The Company's primary type of stock based compensation consists of stock options to directors, F-41 employees, officers, consultants, and advisors. The Company uses Black-Scholes option pricing model in valuing options. A summary of the stock option activity (including reflecting historical Novomic share option awards and a conversion rate of 1 Ordinary Share of Novomic into 622 common stock of the Company upon the merger date, as well as the change in the exercise price) for the years ended December 31, 2016 and 2015: Year ended December 31, 2016 Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2015 1,666,617 0.0004 Granted - - Options outstanding at December 31, 2016* 1,666,617 0.0001 Options exercisable at December 31, 2016 1,666,617 0.0001 Options outstanding at January 1, 2015 322,010 0.0004 Granted 1,344,607 0.0004 Options outstanding at December 31, 2015 1,666,617 0.0004 Options exercisable at December 31, 2015 1,666,617 0.0004 The options granted in 2015 were fully vested on the date of the grant and exercisable for 7 years from the date of the grant. The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 1.54% Expected shares price volatility 70% Expected option term (years) 4 Dividend yield - Weighted average grant date fair value $0.36 The Company based the risk-free interest rate on the U.S. Treasury yield curve. The expected term in years represents the period of time that the awards granted are expected to be outstanding. The assumption for dividend yield is zero because the Company has not historically paid dividends nor does it expect to do so in the foreseeable future. The volatility was based on the historical stock volatility of several peer companies, as the Company has limited trading history to use the volatility of its own common stock. Stock-based compensation expense included in the Company’s statements of operations were allocated as follows: December 31, 2016 December 31, 2015 US dollars Research and development 173,334 112,790 General and administrative 268,269 174,567 $ *441,603 $ 287,357 * See note 4 for further details regarding stock-based awards modification related to the reverse merger.

Note 10_ Income Taxes

Note 10: Income Taxes	12 Months Ended
	Dec. 31, 2016
Notes
Note 10: Income Taxes	NOTE 10: INCOME TAXES a. Basis of taxation The Company and its subsidiary are taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. b. Corporate tax rates in Israel F-42 The corporate tax rate in Israel was 26.5% in 2015 and 25% in 2016. The regular corporate tax rate as of January 1, 2017 is 24% and as of January 1, 2018 will be 23%. c. Deferred Tax Assets The components of the Company’s deferred tax assets as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Individual components giving rise to the deferred tax assets are as follows: US dollars Tax loss carry forwards $ 3,712,693 $ 1,858,971 Gross deferred tax assets $ 861,925 $ 492,627 Valuation allowance (861,925) (492,627) Total deferred tax assets $ - $ - As of December 31, 2016, the Company had net operating carry forward tax loss of approximately $0.9 million.

Note 11_ Related Party Transact

Note 11: Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Notes
Note 11: Related Party Transactions	NOTE 11: RELATED PARTY TRANSACTIONS a. On May 31, 2015, the Company entered into a consulting agreement with Mr. Yossef De-Levy, a member of the Company's Board of Directors (the "Board"). Pursuant to the consulting agreement, Mr. De-Levy receives a gross monthly amount of NIS 10,000 (approximately $2,600). The foregoing payment is in addition to and independent of the fee that Mr. De-Levy is entitled to for continued services as a member of the Board. b. On May 31, 2015, the Company entered into a consulting agreement with an entity affiliated with Yossef De-Levy. The monthly amount payable to the entity is NIS 10,000 (approximately $2,600). This agreement was terminated in November 1, 2016. c. On December 31, 2015, the Company entered into a consulting agreement with Zvi Yemini, the Company's Chairman of the board and with his affiliated entity "Y.M.Y". Pursuant to the consulting agreement, Mr. Yemini receives a gross monthly amount of NIS 24,000 (approximately $6,240). The foregoing payment is in addition to and independent of the fee that Mr. Yemini is entitled to for continued services as a member of the Board. According to the consulting agreement, if the Company reaches aggregate revenues amount of $1.5 million, Mr. Yemini will be entitled to receive an additional gross monthly amount of NIS16,000 (approximately$4,178). d. On July 31, 2016, the Company entered into a consulting agreement with Mr. Oren Traistman, a member of the Board. Pursuant to the consulting agreement, Mr. Traistman receives a gross monthly amount of NIS 10,000 (approximately $2,600).

Note 12_ Commitments

Note 12: Commitments	12 Months Ended
	Dec. 31, 2016
Notes
Note 12: Commitments	NOTE 12: COMMITMENTS The Company leases office and warehouse space, under non-cancelable operating lease, which will expire through 2019. Office lease payments for the years ended December 31, 2016and December 31, 2015, under the above-mentioned agreement were approximately $20 thousand and $18 thousand, respectively. Future minimum commitments under non-cancelable operating lease agreement as of December 31, 2016 in U.S. Dollars in thousands are as follows: Minimum Future Operating Lease Payments Year ending December 31, 2017 18 2018 18 2019 52 F-43

Note 13_ Subsequent Events

Note 13: Subsequent Events	12 Months Ended
	Dec. 31, 2016
Notes
Note 13: Subsequent Events	NOTE 13: SUBSEQUENT EVENTS a. During January, March and April 2017, the Company signed consulting service agreements with several service providers pursuant to which the Company issued in total 385,361 common stock and 100,000 warrants to purchase common stock at an exercise price of $1.50 fully vested on the date of the grant. b. On February 22, 2017, the Company signed an amendment to the original agreement with Zvi Yemini, the Company's chairman of the board and his affiliated entity "Y.M.Y". According to the amendment, Mr. Yemini's monthly payment was increased to 45,000 NIS (approximately $11,703) starting February 2017. c. During January and February 2017, the Company signed agreements, with a few investors, to make several equity investments in an aggregated amount of approximately US $750,000. In consideration for such investments, the Company issued 1,552,795 restricted common stock.

Note 1_ Nature of Operations 18

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Principles of Consolidation (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Techcare, and its subsidiary, Novomic. All intercompany accounts and transactions have been eliminated in consolidation.

Note 1_ Nature of Operations 19

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Contingent Liabilities (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Contingent Liabilities	Contingent Liabilities F-33 Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be estimated, then the Company would record an accrued expense in the Company’s financial statements. If the assessment indicates that a potential loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, is disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless material or they involve guarantees in which case the guarantee would be disclosed.

Note 1_ Nature of Operations 20

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates using assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the assumptions underlying of stock-based compensation.

Note 1_ Nature of Operations 21

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Functional Currency and Foreign Currency Translation and Transactions. (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Functional Currency and Foreign Currency Translation and Transactions.	Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New Israeli Shekel (“NIS”). The presentation currency of the financial statements is the US dollar. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss).

Note 1_ Nature of Operations 22

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less when acquired, that are not restricted as to withdrawal or use, are considered to be cash or cash equivalents.

Note 1_ Nature of Operations 23

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Property and Equipment (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Property and Equipment	Property and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are charged to expense as incurred, while betterments and improvements that extend the useful life or add functionality to the assets are capitalized. Depreciation lives are as follows: Years Computers equipment and software 3 Office furniture and equipment 14-15 Leasehold improvements 10 Machinery and equipment mainly 5

Note 1_ Nature of Operations 24

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Impairment of Long-lived Assets (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Impairment of Long-lived Assets	Impairment of long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In the event that the sum of the F-34 expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values. During the years ended 2016 and 2015, no impairment indicators have been identified.

Note 1_ Nature of Operations 25

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Reverse Merger (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Reverse Merger	Reverse Merger The financial statements of the Company prior to the merger date are the historical financial statements of Novomic. The financial statements of the Company after the merger date reflect the results of the operations of Novomic and Techcare on a combined basis. See Note 4 for further details.

Note 1_ Nature of Operations 26

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Fair Value of Financial Instruments	Fair value of financial instruments The carrying amount of the Company's financial instruments, including cash equivalents, current assets, accounts payable and accrued liabilities, notes payables and loan approximate their fair value, due to their short term in nature and their carrying amounts approximates the amounts expected to be received or paid.

Note 1_ Nature of Operations 27

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Research and Development (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Research and Development	Research and Development Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment and supplies for research and development activities. Participation from government departments for development of approved projects is recognized as a reduction of expense as the related costs are incurred.

Note 1_ Nature of Operations 28

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Earnings Per Share, Policy (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Earnings Per Share, Policy	Loss per Share Loss per share is based on the loss that is attributed to the stockholders holding common stocks, divided by the weighted average number of common stocks in issue during the period. For purposes of the calculation of the diluted loss per share, the Company adjusts the loss that is attributed to the holders of the Company’s common stock, and the weighted average number of common stock assuming conversion of all of the dilutive potential stock. The potential stock are taken into account only if their effect is dilutive (increases loss per share).

Note 1_ Nature of Operations 29

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Stock-based Compensation (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Stock-based Compensation	Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards, including stock-based option awards under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2016, and 2015, the volatility was based on the historical stock volatility of several peer companies as the Company has limited trading history to use the volatility of its own common stock. The expected option term is calculated using the simplified method, as the Company has no historical share option exercise experience which can provide a reasonable basis to estimate its expected option term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures. See note 4 for further details regarding stock-based awards modification related to the reverse merger.

Note 1_ Nature of Operations 30

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Income Taxes	Income Taxes The Company and its subsidiary are subject to income taxes in the jurisdictions in which they operate. The Company’s provision for income taxes is based on statutory income tax rates in the tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available credits and incentives. Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases of assets and liabilities under the applicable tax laws, and on effective tax rates in effect when the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction are presented as a noncurrent net asset or liability, net of any valuation allowances.

Note 1_ Nature of Operations 31

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Income Tax Uncertainties, Policy (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Income Tax Uncertainties, Policy	Valuation allowances are provided unless it is more likely than not that all or a portion of the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if the company takes operational or tax positions that could impact the future taxable earnings of a subsidiary. Given the Company and subsidiary losses, a full valuation allowance has been provided with respect to its deferred tax assets.

Note 1_ Nature of Operations 32

Note 1: Nature of Operations and Summary of Significant Accounting Policies Back To Table of Contents: Comprehensive Income (loss) (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Comprehensive Income (loss)	Comprehensive Income (loss) The Company complies with ASC 220, Comprehensive Income, which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its foreign subsidiary financial statements from functional currency to reporting currency as a component of comprehensive income (loss).