Viewbix (VBIX) 10-Q 22 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Mar. 31, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	Emerald Medical Applications Corp.
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Trading Symbol	mrla
Amendment Flag	false
Entity Central Index Key	797,542
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	21,247,041
Entity Public Float		$ 3,999,789
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	2,017
Document Fiscal Period Focus	Q1

Emerald Medical Applications Co

Emerald Medical Applications Corp. - Balance Sheets		Mar. 31, 2017USD ($)	Dec. 30, 2016USD ($)
Current assets:
Cash and cash equivalents		$ 122,992	$ 4,486
Other receivable		11,520	9,356
Total current assets		134,512	13,842
Fixed assets, net:
Restricted cash		12,618	11,925
Fixed assets, net of accumulated depreciation of $25,967 and $21,029, respectively		29,169	31,803
Total assets		176,299	57,570
Current liabilities:
Accounts payable and accrued liabilities		$ 225,094	$ 198,795
Advances payable - related party		82,645	125,962
Employee payable		69,935	161,341
Accrued interest payable		$ 47,468	$ 32,768
Short term notes payable		$ 31,470	$ 29,743
Convertible note payable - net of discount of $121,667 and $305,417, respectively		593,338	409,588
Total current liabilities		$ 1,049,950	$ 958,197
Total liabilities		1,049,950	958,197
Stockholders' deficit:
Preferred stock	[1]	0	0
Common stock	[2]	2,126	1,994
Accumulated other comprehensive income (loss)		(19,337)	(19,337)
Additional paid in capital		14,411,688	13,248,723
Accumulated deficit		(15,268,128)	(14,058,814)
Total Stockholders' equity (deficit)		(873,651)	(827,434)
Total Liabilities and Stockholders' Equity		$ 176,299	$ 130,763
[1]	$0.0001 par value; 10,000,000 shares authorized; none issued.
[2]	$0.0001 par value; 490,000,000 shares authorized; 21,247,041 and 19,931,478 issued and outstanding at March 31, 2017 and December 31, 2016, respectively.

Emerald Medical Applications C3

Emerald Medical Applications Corp. - Statements of Operations	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2016USD ($)$ / sharesshares
Statements of Operations
Revenue	$ 0	$ 0
Expenses:
Research and development	178,887	103,348
General and administrative expenses	158,165	1,799,520
Total operating expenses	337,052	1,902,868
(Loss) from operations	$ (337,052)	$ (1,902,868)
Other income (expense):
Finance income (expense)	(220,835)	2,638
Other income (expense)	$ (220,835)	$ 2,638
Net (loss)	$ (557,887)	$ (1,900,230)
Basic and diluted net loss per share | $ / shares	$ (0.03)	$ (0.11)
Weighted average shares outstanding
Basic and diluted | shares	20,433,063	17,351,957

Emerald Medical Applications C4

Emerald Medical Applications Corp. - Statement of Comprehensive Income (Loss)	12 Months Ended
	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Statement of Comprehensive Income
Net loss	(557,887)	(1,900,230)
Change in unrealized foreign currency translation gain (loss)	0	(4,838)
Total comprehensive gain (loss)	$ (557,887)	$ (1,905,068)

Emerald Medical Applications C5

Emerald Medical Applications Corp. - Statements of Cash Flows	3 Months Ended
	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)
Cash flows from operating activities:
Net loss	(557,887)	(1,900,230)
Depreciation expense	3,488	2,509
Amortization of debt discount	$ 183,750	$ 1,438
Shares issued for services	0	1,445,653
Options issued for services	0	63,824
Employee option expense	58,650	210,490
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in accounts payable and accrued liabilities	$ (33,699)	$ (14,724)
Increase in employees payables	(31,406)	0
Decrease in amounts due from related party	(41,590)	0
Increase in accrued interest	14,700	(7,759)
Increase (decrease) in other receivables	$ (2,166)	$ 25,797
Cash flows used by operating activities	(406,160)	(173,002)
Cash flows from investing activities:
Increase in restricted cash	$ (693)	$ 0
Purchase of fixed assets	(854)	0
Net cash provided by investing activities	$ (1,547)	$ 0
Cash flows from financing activities:
Proceeds from sale of common stock (net of issuance expenses)	526,213	0
Proceeds from issuance of convertible debt	0	75,000
Issuance of non-convertible note	0	82,250
Cash provided by financing activities	$ 526,213	$ 157,250
Foreign currency adjustments	0	(4,838)
Net increase (decrease) in cash	$ 118,506	$ (20,570)
Cash and cash equivalents - beginning of period	4,486	115,449
Cash and cash equivalents - end of period	122,992	94,879
Non-cash transaction:
BFC due to convertible note payable	0	75,000
Cashless conversion of class B warrants	0	193

Note 1. The Company and Signifi

Note 1. The Company and Significant Accounting Policies.	3 Months Ended
	Mar. 31, 2017
Notes
Note 1. The Company and Significant Accounting Policies.	Note 1. The Company and Significant Accounting Policies. Organizational Background: Emerald Medical Applications Corp (the “Registrant”), was incorporated in the State of Ohio in 1989 under a predecessor name, Zanix International Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International Inc.and the Company was reincorporated in Delaware as Zaxis. On December 30, 2014, Zaxis entered into a non-binding Memorandum of Understanding with Emerald Medical Applications Ltd., which was then a private limited liability company incorporated under the laws of the State of Israel ("Emerald"). On March 16, 2015, Zaxis and Emerald Ltd executed the Share Exchange Agreement. Pursuant, which closed on July 14, 2015and was accounted for as a reverse recapitalization. As a result, the historical financial statements of the Registrant were replaced with the historical financial statements of Emerald. The Company and its subsidiary Emerald, are collectively referred to as the "Company". Emerald Applications Ltd, a wholly-owned subsidiary of the Registrant effective July 14, 2015, was organized as a privately-owned company under the laws of the State of Israel on February 17, 2010. Emerald is a mobile digital health startup company engaged in the development, sale and service of imaging solutions utilizing its proprietary DermaCompare software that it developed for use in derma imaging and analytics (“DermaCompare”). Emerald believes that its proprietary DermaCompare software represents an advancement in skin cancer screening that should enable physicians to more readily identify and monitor changes in their patients’ skin characteristics. Emerald’s DermaCompare solution allows dermatologists and other medical care professionals, using a set of 25 total body photography (“TBP”), to capture sets of skin lesion images with, among other devices, digital cameras, camera-equipped smart phones or tablets. These images are then transmitted online and are remotely analyzed by professionals using our DermaCompare software. Our sales and marketing plan, which has already commenced, is to sell licenses for our DermaCompare imaging software to: NHSs, HMOs, health insurance companies, hospitals and medical clinics through distributers, health care channel partners or directly through independent salespersons and/or web purchase to dermatologists and other physicians (GPs) that we expect to purchase licenses based on the number of potential numbers of patients. Basis of Presentation and significant Accounting Policies: The accompanying consolidated financial statements include the accounts of the Company or in the first person notations “we,” “us” and “our”) and its wholly owned subsidiary prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q. The financial statements presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with generally accepted accounting principles requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Note 2. Stockholders' Equity.

Note 2. Stockholders' Equity.	3 Months Ended
	Mar. 31, 2017
Notes
Note 2. Stockholders' Equity.	Note 2. Stockholders' Equity. Recent Issuances of Common Stock On July 7, 2016, the Company announced that it was awarded first prize of 500,000 Euros or approximately U$526,000, over 3,500 other competing tech companies in the Publicis Groupe 90 initiative at the inaugural edition of Viva Technology Paris. On February 24, 2017, the Registrant accepted a Reg S Subscription Agreement from Publicis 90 in consideration for the issuance to Publicis 90 of 1,315,563 restricted shares of the Registrant’s common stock at a subscription price of $0.40 per share. The issuance was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation S promulgated by the SEC under the Act. Warrants The following table summarizes information of outstanding warrants as of March 31, 2017: Warrants Warrant Term Exercise Price Exercisable Investor - Class A Warrants (1) 5,918,719 2 years $ 0.80 5,918,719 Investor - Class B Warrants (2) 1,350,000 2 years $ 0.40 1,350,000 Investor - Class C Warrants (3) 5,072,492 (3) $ (3) 5,536,246 Alimi Ahmed - Class E Warrants (4) 900,000 (4) $ 0.0001 900,000 (1) The Class A Warrants were issued in connection with a private placement in reliance upon Regulation S, pursuant to which the Registrant sold a total of 5,918,719units at a price of $0.40 per unit (the "Units"), each Unit comprised of one Share and one Class A Warrant exercisable at $0.80 per share with a term 24 months. While all of the Class A Warrants are exercisable within 60 days, in fact, none of these warrants will be exercised for the foreseeable future, based upon the exercise price of $0.80 per Share. (2) The Class B Warrants were issued to consultants for bona fide services to the Company and are exercise, on a cashless basis at a price of $0.40 per Share for a period of two years. (3) The Class C Unit Warrants were issued to consultants for bona fide services to the Company, and each Unit is exercisable at a price of $0.40 to purchase one Share of Common Stock and one Class A Warrant which, in turn, is exercisable to purchase one additional Share at a price of $0.80. The Class C Unit Warrants expire ninety (90) days after the effective date of this Registration Statement. (4) The Class E Warrants were issued by the Registrant to Lior Wayn in connection with the Closing of the Share Exchange Agreement. The Class E Warrants are exercisable to purchase a total of 2,700,000 Shares, in three equal tranches of 900,000 Shares each (the "Tranches") at an exercise price of $0.0001 per Share, subject to and within 45 days of the Registrant achieving the milestones defined in the table below (the "Milestones"). Employee Stock Options A summary of the Company's activity related to options to employees, executives and directors and related information is as follows: For the three month period ended March 31, 2017 Number of Options Weighted Average Exercise Price ($) Aggregate Intrinsic Value ($) Outstanding at December 31, 2016 4,193,397 0.11 - Granted - - - Exercised - - - Cancelled - - - Outstanding at March 31, 2017 4,193,397 0.11 335,471 Vested and expected-to-vest at end of period 3,454,412 0.11 276,352 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common shares on March 31, 2017 and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates. The stock options outstanding as of March 31, 2017 have been separated into exercise prices, as follows: ($) Stock options outstanding as of March 31, 2017 Weighted average remaining contractual life - years as of March 31, 2017 Stock options exercisable as of March 31, 2017 0.4 1,208,600 9.00 1,208,600 0.2 1,870,000 8.75 1,870,000 (*) 1,114,797 9.00 1,114,797 4,193,397 9.00 4,193,397 (*) Less than $0.01 Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the three month periods ended March 31, 2017 and 2016, were $58,650 and $210,490, respectively.

Note 3. Related Party Transacti

Note 3. Related Party Transactions.	3 Months Ended
	Mar. 31, 2017
Notes
Note 3. Related Party Transactions.	Note 3. Related Party Transactions. There were no transactions with related parties during the three month period ended March 31, 2017. During the three months ended Mach 31, 2016, the Company issued 1,195,000 shares to three acting directors, for services valued at a total value of $1,194,403, arrived at using the stock price on date of grant of $1.00 per Nasdaq.com.

Note 4. Commitments and Conting

Note 4. Commitments and Contingencies.	3 Months Ended
	Mar. 31, 2017
Notes
Note 4. Commitments and Contingencies.	Note 4. Commitments and Contingencies. The Company received grants to fund research and development projects from the State of Israel according to guidelines and procedures of the Office of the Chief Scientist of the Ministry of Industry and Trade. According to the agreement, the Company is obligated to pay royalties on the sale of products developed with the participation of the Chief Scientist. The royalty rate is 3.5% of sales and the total royalties will not exceed the amount of the grants received. As of March 31, 2017 and December 31, 2016,total grants received amounted approximately $222 thousands. The obligation to pay royalties is contingent upon the successful outcome of the Company’s research and development projects and the attainment of sales. The Company has no obligation to pay royalties, if sales are not generated, and if the research and development project fails.

Note 5. Convertible Notes.

Note 5. Convertible Notes.	3 Months Ended
	Mar. 31, 2017
Notes
Note 5. Convertible Notes.	Note 5. Convertible Notes. Convertible notes in the amount of $155,000 fell due during March 2017 and the remaining balance falls due during June 2017. The Company is currently in discussions to extend these notes and believe that these discussions will be successful.

Note 6. Income Taxes.

Note 6. Income Taxes.	3 Months Ended
	Mar. 31, 2017
Notes
Note 6. Income Taxes.	Note 6. Income Taxes. The Company is subject to income taxes under the Israeli and U.S. tax laws: Corporate tax rates The Company is subject to Israeli corporate tax rate of 25% in 2016, 24% in 2017 and 23% from 2018. The Company is subject to a blended U.S. tax rate (federal as well as state corporate tax) of 35%. As of December 31, 2016, the Company generated net operating losses in Israel of approximately $ 2,775,621, which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2016, the Company generated net operating losses in the U.S. of approximately $ 14,937,342. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. March 31, 2017 March 31, 2016 Net loss carry-forward $ 17,712,963 $ 17,155,076 Total deferred tax assets 5,917,963 5,573,945 Valuation allowance (5,917,963) (5,730,945) Net deferred tax asset $ - $ -

Note 7. Subsequent Events.

Note 7. Subsequent Events.	3 Months Ended
	Mar. 31, 2017
Notes
Note 7. Subsequent Events.	Note 7. Subsequent Events. There were no subsequent events following the period ended March 31,2017 and throughout the date of the filing of Form 10-Q.

Note 1. The Company and Signi13

Note 1. The Company and Significant Accounting Policies.: Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Basis of Presentation and Significant Accounting Policies:	Basis of Presentation and significant Accounting Policies: The accompanying consolidated financial statements include the accounts of the Company or in the first person notations “we,” “us” and “our”) and its wholly owned subsidiary prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q. The financial statements presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with generally accepted accounting principles requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Note 2. Stockholders' Equity._

Note 2. Stockholders' Equity.: Schedule of Derivative Instruments (Tables)	3 Months Ended
	Mar. 31, 2017
Tables/Schedules
Schedule of Derivative Instruments	($) Stock options outstanding as of March 31, 2017 Weighted average remaining contractual life - years as of March 31, 2017 Stock options exercisable as of March 31, 2017 0.4 1,208,600 9.00 1,208,600 0.2 1,870,000 8.75 1,870,000 (*) 1,114,797 9.00 1,114,797 4,193,397 9.00 4,193,397

Note 6. Income Taxes._ Summary

Note 6. Income Taxes.: Summary of Tax Credit Carryforwards (Tables)	3 Months Ended
	Mar. 31, 2017
Tables/Schedules
Summary of Tax Credit Carryforwards	March 31, 2017 March 31, 2016 Net loss carry-forward $ 17,712,963 $ 17,155,076 Total deferred tax assets 5,917,963 5,573,945 Valuation allowance (5,917,963) (5,730,945) Net deferred tax asset $ - $ -

Note 2. Stockholders' Equity.16

Note 2. Stockholders' Equity.: Schedule of Options (Tables)	3 Months Ended
	Mar. 31, 2017
Tables/Schedules
Schedule of Options	For the three month period ended March 31, 2017 Number of Options Weighted Average Exercise Price ($) Aggregate Intrinsic Value ($) Outstanding at December 31, 2016 4,193,397 0.11 - Granted - - - Exercised - - - Cancelled - - - Outstanding at March 31, 2017 4,193,397 0.11 335,471 Vested and expected-to-vest at end of period 3,454,412 0.11 276,352