10-Q

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

FORM 10-Q
___________________

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

For the quarterly period ended June 30, 2016

Commission file number: 333-168527

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

Delaware	68-0080601
(State of Incorporation)	(I.R.S. Employer Identification No.)
40 Wall Street, 28th Floor, New York, NY	10005
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: +(972) 54-222-9702

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 August 12, 2016, the Registrant had 149,219,173 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 Comprehensive Income (Loss)	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.	15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	17
ITEM 4.	CONTROLS AND PROCEDURES.	17
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	18
ITEM 1A.	RISK FACTORS.	18
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	18
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	19
ITEM 4.	MINE SAFETY DISCLOSURE.	19
ITEM 5.	OTHER INFORMATION.	19
ITEM 6.	EXHIBITS.	19

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

BREEDIT CORP.
Balance Sheets
As of June 30, 2016 (Unaudited) and December 31, 2015
Back to Table of Contents
		June 30, 2016 (Unaudited)		December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	364,045	$	356,037
Certificate of deposit		608,577		640,418
Prepaid assets		27,222		62,926
Total assets	$	999,844	$	1,059,381
Liabilities and Stockholders' Equity
Current liabilities:
Deferred revenues		-		2,804
Total current liabilities		-		2,804
Total liabilities		-		2,804
Stockholders' equity:
Common stock, par value $0.0001 per share, 500,000,000 shares authorized:
149,219,173 and 144,419,173 shares issued and outstanding at June 30, 2016 and Dec. 31, 2015		1,494		1,446
Stock payable		669,647		169,647
Stock subscription receivable		(300)		(300)
Additional paid-in capital		8,801,593		8,681,637
Accumulated deficit		(8,472,590)		(7,795,853)
Total stockholders' equity		999,844		1,056,577
Total liabilities and stockholders' equity	$	999,844	$	1,059,381
The accompanying notes are an integral part of these financial statements.

BREEDIT CORP.
Statements of Operations
For the Three and Six-Month Periods Ended June 30, 2016 and 2015
(Unaudited)
Back to Table of Contents
		For the three		For the three		For the six		For the six
		months ended		months ended		months ended		months ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Revenues	$	1,430	$	30	$	2,804	$	43,254
Expenses
Research and development		-		(110,334)		-		(135,484)
General and administrative		(438,661)		(469,715)		(686,391)		(1,084,221)
Total operating expenses		(438,661)		(580,049)		(686,391)		(1,219,705)
(Loss) from operations		(437,231)		(580,049)		(686,391)		(1,176,451)
Interest income (expense)		-		(2,655)		70		(7,917)
Other income / (expense)		(18,646)		68,707		6,780		150,541
Financial income (expense)		(18,646)		66,052		6,850		142,624
Provision for income taxes		-		-		-		-
Net loss from continuing operations	$	(455,877)	$	(513,967)	$	(676,737)	$	(1,033,827)
Less: loss attributable to non-controlling interest		-		97,316		-		144,781
Net loss attributable to BreedIT Corp.	$	(455,877)	$	(416,651)	$	(676,737)	$	(889,046)
Net loss per common share - basic and diluted	$	(0.00)	$	(0.01)	$	(0.00)	$	(0.01)
Weighted average number of common shares outstanding - basic		145,971,920		98,273,803		145,195,547		95,709,698
The accompanying notes are an integral part of these financial statements.

BREEDIT CORP.
Statements of Comprehensive Income (Loss)
For the Three and Six-Month Periods Ended June 30, 2016 and 2015
(Unaudited)
Back to Table of Contents
		For the three		For the three		For the six		For the six
		months ended		months ended		months ended		months ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Net loss from continuing operations		(455,877)		(513,967)		(676,737)		(1,033,827)
Less attributable to foreign currency translation loss		-		(34,531)		-		(50,757)
Income attributable to non-controlling interest		-		97,316		-		144,781
Total comprehensive loss	$	(455,877)	$	(451,182)	$	(676,737)	$	(939,833)
The accompanying notes are an integral part of these financial statements.

BREEDIT CORP.
Statements of Cash Flows
For the Six-Month Periods Ended June 30, 2016 and 2015
(Unaudited)
Back to Table of Contents
		For the six		For the six
		months ended		months ended
		June 30, 2016		June 30, 2015
Operating Activities:
Net loss	$	(676,737)	$	(1,033,827)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Investment accounted for using equity method		-		9,078
Options issued for services		24,727		382,938
Warrants issued for services		1,407		10,134
Shares issued for services		78,870		114,600
Depreciation		-		892
Changes in net assets and liabilities:
Decrease (increase) in prepaid assets		35,704		-
Decrease (increase) in other current assets		31,841		(19,229)
(Decrease) increase in accounts payable		-		(88,307)
(Decrease) increase in accrued expenses		-		7,917
(Decrease) increase in related parties payable		-		9,742
(Decrease) increase in deferred revenue		(2,804)		(2,924)
Other assets		-		(17,469)
Net cash used in operating activities		(506,992)		(626,455)
Investing activities:
Purchases of property and equipment		-		(790)
Net cash used in investing activities		-		(790)
Financing activities:
Donated capital - related party		-		13,020
Proceeds from exercise of warrants		-		110,000
Proceeds from sale of common stock		515,000		-
Net cash provided by financing activities		515,000		123,020
Foreign currency adjustment		-		(50,757)
Net increase (decrease) in cash		8,008		(554,982)
Cash and cash equivalents - beginning of period		356,037		1,101,164
Cash and cash equivalents - end of period	$	364,045	$	546,182
Non cash transactions:
Conversion of convertible note payable and accrued interest to common stock	$	-	$	145,886
Additional information:
Cash paid for interest expenses	$	-	$	-
Cash paid for income taxes	$	-	$	-
The accompanying notes are an integral part of these financial statements.

BREEDIT CORP.
Notes to Financial Statements
June 30, 2016 (Unaudited)
Back to Table of Contents

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

BreedIt Corp. ("BreedIt" or the "Company") is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on May 26, 2010. On October 24, 2013 we entered into an agreement to acquire 66.67% of BreedIT Israel's capital stock. Subsequently, we were issued 200 shares of BreedIT Israel's capital stock ("Ordinary Shares") which represent 66.67% of BreedIT's outstanding Ordinary Shares with the founder, Dr. Oded Sagee owning the remaining 100 Ordinary Shares, representing 33.33% of the outstanding Ordinary Shares.

On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), BreedIT Israel's founder and minority stockholder, Dr. Oded Sagee ("Dr. Sagee") and Star Biotech Ltd, an Israeli company controlled by Dr. Sagee ("SB"). the Company and Dr. Sagee agreed to enter into the Separation Agreement based upon the determination by the Company that it had fulfilled its obligation to fund up to but not more than $1 million on behalf of BreedIT Israel but was not willing to continue to fund BreedIT Israel as a result of the financial condition and result of operations of BreedIT Israel and the estimate of future revenues presented by Dr. Sagee.

On February 10, 2016, BreedIT Corp., a Delaware corporation (the "Registrant," the "Company" or "BreedIT") filed a Form 8-K reporting that on February 8, 2016, it had signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Ltd, a private Company organized under the laws of the State of Israel ("Novomic"). On July 29, 2016, the closing of the merger occurred, pursuant to which Novomic became a wholly-owned subsidiary of the Registrant.

The accompanying unaudited financial statements of the Company are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for an air presentation have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2015 and the notes thereto included in the Company's Report on Form 10-K filed with the SEC on April 4, 2016.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of June 30, 2016 and December 31, 2015, we had cash equivalents of $608,577 and $640,418 respectively in the form of a certificate of deposit. The certificates of deposit bear an interest rate of 0.02%, mature every 7 days and renew automatically at end of every period.

Revenue Recognition

The Company recognizes revenue from licensing its software to customers for contractually defined periods of time. The Company recognizes revenue ratably over the term of the contract in accordance with ASC 605 (1) when the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) delivery has occurred or services have been provided, and (4) collectability is assured.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2016 and 2015, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:

Computers and electronic equipment 33%

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.　

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of June 30, 2016, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2016 and December 31, 2015, and expenses for the six months ended June 30, 2016 and 2015. Actual results could differ from those estimates made by management.

Impact of Recently Issued Accounting Standards

In September, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, Business Combinations (Topic 805) ("ASU 2015-16"). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company's consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.

On November 2014, The FASB issued ASU No. 2014-16-Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity　 (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The FASB issued ASU No. 2014-17-Business Combinations (Topic 805): Pushdown Accounting　(a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

Note (2) Discontinued operation and Deconsolidation of held subsidiary

The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), in which the company agreed that its Equity Interest shall be diluted from sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. Accordingly BreedIt Ltd. is no longer consolidated, a $6,780 gain was recorded on deconsolidation and the remaining 19% of investment written off during deconsolidation.

As a result of entering into the Separation Agreement, the operations of BreedIt Ltd. have been classified as Discontinued Operations on the Statement of Operations. The components of Discontinued Operations summarized on the Statement of Operations arising from the decision to separate from BreedIt Ltd. are as follows:

		For the six		For the six
		months ended		months ended
		June 30, 2016		June 30, 2015
Revenues	$	-	$	40,330
Expenses
Research and development		-		-
General and administrative		-		(465,853)
Total operating expenses		-		(465,853)
(Loss) from operations		-		(425,523)
Other income (expense)		-		8,820
Financial income (expense)		-		8,820
Net loss	$	-	$	(416,703)
Assets:
Cash		-		74,529
Other assets		-		57,530
Total assets held for sale		-		132,059
Liabilities:
Accounts payable		-		35,517
Total liabilities related to assets held for sale		-		35,517
The accompanying notes are an integral part of these financial statements.

Note (3) Going Concern

The Company has limited operations. The business plan of the Company transitioned from being a provider of online gaming software to the developer and provider of an intelligent decision support system ("IDSS") utilized by the agriculture breeding industry, we were able to utilize our software programming expertise. Our business efforts are now being directed toward offering our IDSS Software program to a wide variety of users engaged in plant breeding, primarily within the seed industry. We plan on marketing our IDSS Software to agro-breeders, providing them with the ability to better plan, manage and analyze their breeding data and to perform research activities quickly and effectively so as to significantly increase production and plant quality. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note (4) Property and equipment

For the six months ended June 30, 2016 total additions to Property and equipment were $0, total accumulated depreciation is $947 and total depreciation expense for the six months ended June 30, 2016 and 2015 was $0 and $892, respectively.

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

	June 30, 2016	December 31, 2015
Computers	$947	$947
Accumulated depreciation	(947)	(947)
Property and Equipment, net	$-	$-

Note (5) Common Stock

On January 25, 2015 the company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 of this amount $24,727 and $358,448 were expensed during the six months ended June 30, 2016 respectively, with $46,504 to be expenses over 1 additional quarters.

On February 24, 2015 and March 31, 2015 the Company issued 1,900,000 restricted shares of common stock in consideration for investor relations (IR) services provided to the Company. The shares were valued at $114,600 based on the closing price of the Company's common stock on the date of grant.

On March 15, 2015 two note holders converted $145,886 of debt and accrued interest to 2,917,698 shares at a conversion price of $0.05 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.

On April 27, 2015 one share and warrant holders exercised warrants for cash consideration of $110,000, in return 2,000,000 shares were issued.

On August 10, 2015 five note holders converted $103,150 of debt and accrued interest to 8,251,963 shares at a conversion price of $0.0125 per share. The conversion price per share was amended from $0.02 to $0.0125 by the board of directors and a $60,182 loss was recorded related to the change in conversion price. Following the change in conversion price the conversion occurred within the terms of the amended agreement so no gain or loss was recorded on the conversion.

From November 25, 2015 through December 2, 2015, the Company sold to 11 non-US private accredited investors, a total of 26,500,000 units for cash consideration of $265,000 at a price of $0.01 (the "Units"), each unit comprised of one share of common stock.

Between November 10, 2015 and December 1, 2015 the Company issued 10,800,000 restricted shares of common stock in consideration for services provided to the Company. The shares were valued at $157,320 based on the closing price of the Company's common stock on the date of grant.

On February 16, 2016 the company received share subscription funds for the purchase of 1,500,000 units for cash consideration of $15,000 at a price of $0.01 (the "Units"), each unit comprised of one share of common stock. These shares were subsequently issued during Q2 2016.

On May 1, 2016 the company received share subscription funds for the purchase of 23,474,178 units for cash consideration of $500,000 at a price of $0.0213 (the "Units"), each unit comprised of one share of common stock. These shares are recorded as stock payable and will be issued after merger is complete as per the terms of the share subscription.

On June 14, 2016 Company issued 3,300,000 restricted shares of common stock in consideration for services provided to the Company. The shares were valued at $78,870 based on $0.0239 the closing price of the Company's common stock on the date of grant.

During the three six months ended June 30, 2016 we incurred option and warrant issued for services expense of $24,727 and $1,407, respectively, compared to $382,938 and $10,134 during the same period in the prior year.

Share based payment transactions were accounted for in accordance with the requirements of ASC 505-50 Equity Based Payments to Non Employees. Paragraph 505-50-30-6 establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company measured share-based payment transactions at the fair value of the shares issued at date of grant, the Company believes that the value of the shares is more reliably measurable.

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

Type	Quantity	Exercise Price	Remaining Term
ESOP Oprions	5,900,000	$0.05	8-9 years
ESOP Options	6,000,000	$0.10	9 years
Total	11,900,000

Note (6) Revenue Recognition

On July 1 2011 and on July 10, 2011, the Company signed license agreements with two separate corporations　in Israel and Luxemburg (the "Licensees"). Subject to the terms and condition of each agreement the Company granted each Licensee a license to use the Company's proprietary online gaming platform in certain parts of the world. Each license is, in general, non-exclusive, except for certain countries specified within each agreement. The agreements grant each Licensee the right to develop and operate websites offering online games based on the Company's proprietary technology for a period of 5 years as of the respective agreement's effective date. In the event that by the eighteenth-month anniversary of the each agreement's effective date the respective Licensee fails to have at least one active website in each of the countries that comprise the exclusive territory of the agreement, the Company shall be entitled to either terminate exclusivity for these countries or terminate the entire agreement. In consideration of these agreements, and of support services to be provided by the Company through the license period, the Licensees have paid the Company non-refundable, one-time license fees totaling $119,000. In addition to such license fees, once each Licensee realizes revenues at a certain level specified in its respective agreement from its use of the Company's platform, it shall pay the Company a royalty in the amount of 50% of gross revenues realized from its use of this platform.

On December 26, 2011, the corporation from Luxemburg announced the termination of the agreement due to the economic situation in Europe. As a result, the entire license fee in the amount of $90,000 was recognized immediately as revenues.

During the six months ended June 30, 2016 and 2015, the Company recognized a total sum of $2,804 and $43,254 respectively, in revenues out of the total $119,000 license fees paid for both of the aforementioned agreements. The contract in the amount of $90,000 was canceled by the client; therefore we recognized the whole sum as revenues according to the terms of the agreement. The second contract grants the client licenses for a period of 5 years, accordingly $1,430 and $30 were recorded as revenues in the three months ended June 30, 2016 and 2015, respectively.

As of June 30, 2016 and 2015, no royalties have been paid by or recognized in connection with the aforementioned agreements.

One of the aforementioned Licensees is beneficially owned by an individual who holds 25,000 shares of the Company's common stock.

Note (7) Related Party Transactions

On October 2, 2014 850,000 the company granted a total stock options (the "Options") to 1 Company officer who is also a minority owner. The Options, vest over 9 quarters and are exercisable at a price of $0.05 per Share. The options were valued using the Black-Scholes model with 281% volatility and 0.23% discount rate for a total value of $152,955 of this amount $24,727 and $12,245 was expensed during the six months ended June 30, 2016 and 2015, respectively, and $36,500 to be expenses over 6 additional quarters.

On January 25, 2015 the company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 with $429,629 expensed during the nine months ended September 30, 2015.

During 2015 BreedIt Ltd, the company's subsidiary, received $13,020 for use of its software from KanaboSeed Ltd, a related company. Accordingly $13,020 were included as donated capital, BreedIT Ltd holds 50% of KanaboSeed Ltd.

Note (8) Convertible and Non-Convertible Notes Payable

On March 15, 2015 two note holders converted $145,886 of debt and accrued interest to 2,917,698 shares at a conversion price of $0.05 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.

For the six months ended June 30, 2016 and 2015 the Company recorded interest income (expense) related in the amount of $70 and $(7,917), respectively.

Remaining debt discount as of June 30, 2016 and December 31, 2015 is $0 and $0 respectively.

Note (9) Subsequent Events

As defined in FASB ASC 855-10, "Subsequent Events", subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued.

On February 10, 2016, BreedIT Corp., a Delaware corporation (the "Registrant," the "Company" or "BreedIT") filed a Form 8-K reporting that on February 8, 2016, it had signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Ltd, a private Company organized under the laws of the State of Israel ("Novomic") and a Shareholders' Agreement with the Novomic shareholders (the "Shareholders' Agreement"). On July 29, 2016, the closing of the merger occurred, pursuant to which Novomic became a wholly-owned subsidiary of the Registrant.

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

The company evaluated all transactions and events that occurred subsequent to the balance sheet date and prior to the date on which the financial statements contained in this report were issued and determined that no such events or transactions, other than the above, necessitated disclosure.

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

Forward-Looking Statements

Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as "plans," "expects," "believes," "anticipates," "estimates," "projects," "will," "should," and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements. Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements, and contains forward-looking statements that involve risks and uncertainties.  See section entitled "Forward-Looking Statements" above.

Overview and Recent Developments

We are a company with limited operations and no significant revenues from our business operations. There is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we enter into licensing agreements with additional online gaming servers, or web advertisers, to permit them to offer games of skill on our platform as part of their member services, or as part of their advertising campaign. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.

In our management's opinion, there is a potential demand for our technology which will enable online game service providers, and websites engaged in marketing efforts designed to increase traffic, to provide a platform offering financial rewards to winners of online competitive games of skill.

On July 10, 2011, we executed a license agreement with GT-SAT International S.A.R.L ("GT-SAT"), a corporation organized under the laws of Luxemburg. Such license agreement granted GT-SAT a non-exclusive right to develop websites and offer online games based on our proprietary gaming platform in Europe, with an exclusive license to develop websites and offer online games based on our proprietary gaming platform in Luxembourg, Belgium, and Holland. In consideration of such license, GT-SAT made an upfront, non-refundable, payment of $90,000 and has agreed to pay us royalties on future revenues. On December 26, 2011, GT-SAT terminated this agreement. The stated reason for termination was the economic situation in Europe.

On July 1, 2011, we executed a license agreement with Yanir Levin Ltd., an Israeli corporation. Such license agreement granted the licensee a non-exclusive right to develop websites and offer online games based on our proprietary gaming platform in Asia, with an exclusive license to develop websites and offer online games based on our proprietary gaming platform in Israel. In consideration of the license granted to the licensee, the licensee made an upfront, non-refundable, payment of $29,000 and has agreed to pay us royalties on future revenues.

On February 10, 2016, we signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Ltd, a private Company organized under the laws of the State of Israel ("Novomic") and a Shareholders' Agreement with the Novomic shareholders (the "Shareholders' Agreement"). The Merger Agreement was by and between the Registrant, on the one hand, and Novomic together with YMY Industry Ltd ("YMY") and Microdel Ltd ("Microdel"), the latter two of which are hereinafter referred to as the "Novomic Founders," on the other hand.　On July 29, 2016, the closing of the merger occurred, pursuant to which Novomic became a wholly-owned subsidiary of the Registrant.

In anticipation of the Closing, on May 1, 2016, the Registrant agreed to sell Traistman Radziejewski Fundacja Ltd, an entity organized under the laws of Israel and a 3% owner of Novomic, a total of 479,704 post-Reverse Split shares of the Registrant's common stock, par value $0.0001 (the "Common Stock" or "Shares") for cash consideration of $500,000.

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

The 4,973,972 post-Reverse Shares presently outstanding will represent 26.47% of the 18,790,978 total outstanding Shares after the issuance of 13,817,006 post-Reverse Split Shares, representing 73.53% of the total outstanding Shares, to the Novomic shareholders but prior to the issuance of 479,704 post-Reverse Shares to Traistman Radziejewski Fundacja Ltd. In addition to the issuance of 13,817,006 Shares to the Novomic shareholders, the Registrant issued warrants (the "Shareholders' Warrants") to the Novomic shareholders and has agreed to issue warrants to certain advisors (the "Advisors' Warrants") pursuant to terms and conditions determined by the newly constituted Board of Directors.

Novomic was incorporated as a private limited liability 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 enabling a variety of medical treatments utilizing Novomic's proprietary device that vaporizes liquids from a contained capsule into the treatment area (the "Device"). Novomic's first product utilizing the Device will be for the treatment of head lice. Its first and principal product is its head lice treatment product (the "Product") which is comprised of three key major components: Compressor, Head Cap and Treatment Capsule. The lice treatment solution has completed the development and prototype stages and the Company expects that in Q3 2016 it should receive CE regulatory approval (European Union) and also expects to finalize preparations for establishing a mass production line for our Capsules, which use readily available materials. The Company does not expect that there will be any future shortage in the availability or access to this materials in the foreseen future.

The discussion below doesn't include the operations of Novomic, which acquisition closed on July 29, 2016.

Results of Operations during the three and six months ended June 30, 2016 as compared to the three and six months ended June 30, 2015.

During the three and six months ended June 30, 2016 we generated revenues of $1,430 and $2,804, compared to $30 and $43,254 during the same period in the prior year.

Our research and development expenses decreased to $0 and $0 during the three and six months ended June 30, 2016 compared to $110,334 and $135,484 during the same period in the prior year. The significant decrease during the three and six months ended June 30, 2016 was due to deconsolidation of our former subsidiary, BreedIt Ltd..

Our general and administrative expenses during the three and six months ended June 30, 2016 were $438,661 and $686,391 compared to $469,715 and $1,084,221 during the same period in the prior year. The significant decrease was due to deconsolidation the BreedIT Ltd. subsidiary.

We incurred a net loss of $455,877 and $676,737 during the three and six months ended June 30, 2016 compared to $513,967 and $1,033,827 during the same period in the prior year attributable to BreedIT Corp.

Purchase or Sale of Equipment

Other than the purchase of servers, work stations and relevant literature, we do not expect to purchase or sell any plant or significant equipment.

Liquidity and Capital Resources

Our balance sheet as of June 30, 2016 reflects current assets of $999,844 consisting of cash and cash equivalents of $972,622 and prepaid assets of $27,222. As of December 31, 2015, we had current assets of $1,059,381 consisting of cash and cash equivalents of $996,455 and prepaid assets of $62,926.

As of June 30, 2016, we had no current liabilities.

As of December 31, 2015, we had total current liabilities of $2,804 consisting of deferred revenues.

As of June 30, 2016 and December 31, 2015 we had no long-term liabilities.

We had positive working capital of $999,844 as of June 30, 2016 compared to positive working capital $1,056,577 at December 31, 2015. Such working capital has been sufficient to sustain our operations to date. Our total liabilities as of June 30, 2016 were $0 compared to $2,804 at December 31, 2015.

During the six months ended June 30, 2016, we used $506,992 in our operating activities. This resulted from a net loss of $676,737 and decrease in deferred revenue of $2,804 offset by $105,004 non-cash compensation, decrease in prepaid assets of $35,704 and decrease in other current assets of $31,841.

During the six months ended June 30, 2016 we financed our negative cash flow from operations through the proceeds from sale of stock $515,000.

During the six months ended June 30, 2015 we used $626,455 in our operating activities. This resulted from a net loss of $1,033,827, decrease in accounts payable of $88,307, decrease in deferred revenues of $2,924, increase in other assets of $17,469 and increase in other current assets of $19,229 and offset principally by $507,672 non-cash compensation, depreciation expense of $892, increase in related parties payable of $9,742, increase in accrued expenses of $7,917 and investment accounted for using the equity method of $9,078.

During the six months ended June 30, 2016 and 2015 we used $0 and $790, respectively, for the purchase of property plant and equipment.

During the six months ended June 30, 2015 we generated $123,020 from $110,000 proceeds from exercise of warrants and $13,020 from donated capital to a related party.

While management of the Company believes that the Company will be successful in its current and planned operating activities, there can be no assurance that the Company will be successful in the achievement of sales of its products that will generate sufficient revenues to earn a profit and sustain the operations of the Company.

Going Concern Consideration

There is substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures with respect to this matter.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the period ended June 30, 2016, and are included elsewhere in this quarterly report.

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

None.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of June 30, 2016, 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).

Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2016. Management's assessment was based on criteria set forth in Internal Control - Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this assessment, management concluded that, as of June 30, 2016, our internal control over financial reporting was not effective, based upon those criteria, as a result of the identification of the material weaknesses described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control weaknesses: (i) the Company has not implemented measures that would prevent one individual from overriding the internal control system. (ii) The Company utilizes accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and/or can be adjusted so as not to provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. The Company does not believe that this control weakness has resulted in deficient financial reporting because the Chief Financial Officer and Chief Executive Officers are aware of their responsibilities under the SEC's reporting requirements and personally certify the financial reports.

Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

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 Back to Table of Contents

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

ITEM 1A. RISK FACTORS  Back to Table of Contents

You should carefully consider the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect our business, financial condition or future results.

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

On June 14, 2016, Company issued 3,300,000 restricted shares of common stock in consideration for services provided to the Company. The shares were valued at $78,870 based on $0.0239 the closing price of the Company's common stock on the date of grant.

Share based payment transactions were accounted for in accordance with the requirements of ASC 505-50 Equity Based Payments to Non Employees. Paragraph 505-50-30-6 establishes that share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company measured share-based payment transactions at the fair value of the shares issued at date of grant, the Company believes that the value of the shares is more reliably measurable.

The Company believes that the issuances and sale of the restricted shares were exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in each case represented their intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate restrictive legends are affixed to the stock certificates issued in such transactions. All recipients of restricted shares either received adequate information about the Company or had access, through employment, relation and/or business relationships with the Company to such information.

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

None.

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

Not applicable.

ITEM 5. OTHER INFORMATION Back to Table of Contents

Not applicable.

ITEM 6. EXHIBITS Back to Table of Contents

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

Exhibit No.	Description
31.1	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Itschak Shrem, filed herewith.
31.2	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, filed herewith.
32.1	Section 906 of the Sarbanes-Oxley Act of 2002 of Itschak Shrem, filed herewith
32.2	Section 906 of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

BREEDIT CORP.

By: /s/ Itschak Shrem
Itschak Shrem
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 12, 2016

By: /s/ Oded Gilboa
Oded Gilboa
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: August 12, 2016

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By: /s/ Itschak Shrem, Chairman
Itschak Shrem
Chairman
Date: August 12, 2016

EX-10

Exhibit 31.1

BreedIT Corp.

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Itschak Shrem, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BreedIT Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By: /s/ Itschak Shrem

Itschak Shrem

CEO

Date: August 12, 2016

EX-10

Exhibit 31.1

BreedIT Corp.

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Oded Gilboa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BreedIT Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By: /s/ Oded Gilboa

Oded Gilboa

CFO

Date: August 12, 2016

EX-10

Exhibit 32

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Itschak Shrem, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of BreedIT Corp. on Form 10-Q for the period ended June 30, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such quarterly report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BreedIT Corp. as of and for the period ended June 30, 2016 presented in such quarterly report on Form 10-Q. This written statement is being furnished to the Securities and Exchange Commission as an exhibit accompanying such annual report and shall not be deemed filed pursuant to the Securities Exchange Act of 1934.

By: /s/ Itschak Shrem

Name: Itschak Shrem

Title: CEO

Date: August 12, 2016

EX-10

Exhibit 32

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Oded Gilboa, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of BreedIT Corp. on Form 10-Q for the period ended June 30, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such quarterly report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BreedIT Corp. as of and for the period ended June 30, 2016 presented in such quarterly report on Form 10-Q. This written statement is being furnished to the Securities and Exchange Commission as an exhibit accompanying such annual report and shall not be deemed filed pursuant to the Securities Exchange Act of 1934.

By: /s/Oded Gilboa

Name: Oded Gilboa

Title: CFO

Date: August 12, 2016

XML

Document and Entity Information - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	Breedit Corp.
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Trading Symbol	brdt
Amendment Flag	false
Entity Central Index Key	0001498067
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	149,219,173
Entity Public Float		$ 2,464,266
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	2016
Document Fiscal Period Focus	Q2

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BreedIT Corp. - Balance Sheets (Unaudited) (USD $)		Jun. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)
Current assets:
Cash and cash equivalents		$ 364,045	$ 356,037
Certificate of deposit		608,577	640,418
Prepaid assets		27,222	62,926
Total current assets		999,844	1,059,381
Total assets		999,844	1,059,381
Current liabilities:
Deferred revenues		0	2,804
Total current liabilities		0	2,804
Total liabilities		0	2,804
Stockholders' equity (deficit)
Common stock	[1]	$ 1,494	$ 1,446
Stock payable		669,647	169,647
Stock subscription receivable		$ (300)	$ (300)
Additional paid-in capital		8,801,593	8,691,637
Accumulated deficit		(8,472,590)	(7,795,853)
Stockholders' equity		999,844	1,066,577
Total liabilities and stockholders' equity (deficit)		$ 999,844	$ 1,069,381

[1] $0.0001 par value; 500,000,000 shares authorized; 149,219,173 and 144,419,173 issued and outstanding at June 30, 2016 and December 31, 2015

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BreedIT Corp. - Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares
Statements of Operations (Unaudited) (USD $)
Revenues	$ 1,430	$ 30	$ 2,804	$ 43,254
Expenses
Research and development	0	(110,334)	0	(135,484)
General and administrative	(438,661)	(469,715)	(686,391)	(1,084,221)
Total operating expenses	(438,661)	(580,049)	(686,391)	(1,219,705)
(Loss) from operations	(437,231)	(580,019)	(683,587)	(1,176,451)
Interest expense	0	(2,655)	70	(7,917)
Other income (expense)	$ (18,646)	$ 68,707	$ 6,780	$ 150,541
Financial income (expense)	(18,646)	66,052	6,850	142,624
Provision on income taxes	0	0	0	0
Net loss from continuing operations	$ (455,877)	$ (513,967)	$ (676,737)	$ (1,033,827)
Less: loss attributable to non-controlling interest	0	97,316	0	144,781
Net loss attributable to BreedIT Corp.	(455,877)	(416,651)	(676,737)	(889,046)
Net loss per common share - basic and diluted | $ / shares	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding - Basic | shares	145,971,920	98,273,803	145,195,547	95,709,698

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BreedIT Corp. - Statement of Comprehensive Income (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)
Statement of Comprehensive Income (Unaudited) (USD $)
Net loss from continuing operations	(455,877)	(513,967)	(676,737)	(1,033,827)
Loss attributable to foreign currency translation loss	0	(34,531)	0	(50,757)
Income (loss) attributable to non-controlling interest	$ 0	$ 97,316	$ 0	$ 144,781
Total comprehensive loss attributable to BreedIT Corp.	$ (455,877)	$ (451,182)	$ (676,737)	$ (939,803)

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BreedIT Corp. - Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)
Operating activities:
Net loss	(676,737)	(1,033,827)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation	$ 0	$ 892
Shares issued for services	78,870	114,600
Warrants issued for services	1,407	10,134
Options issued for services	24,727	382,938
Investment accounted for using equity method	0	9,078
Changes in net assets and liabilities:
Decrease (increase) in prepaid assets	$ 35,704	$ 0
Decrease (increase) in other current assets	31,841	(19,229)
(Decrease) increase in accounts payable	$ 0	$ (88,307)
(Decrease) increase in accrued expenses	0	7,917
(Decrease) increase in related parties payable	$ 0	$ 9,742
(Decrease) increase in deferred revenue	(2,804)	(2,924)
Other assets	0	(17,469)
Net cash used in operating activities	$ (506,992)	$ (626,455)
Investing activities:
Purchases of property and equipment	0	(790)
Net cash used in investing activities	$ 0	$ (790)
Financing activities:
Donated capital - related party	0	13,020
Proceeds from exercise of warrants	$ 0	$ 110,000
Proceeds from sale of common stock	515,000	0
Net cash provided by financing activities	515,000	123,020
Foreign currency adjustment	0	(50,757)
Net increase (decrease) in cash	$ 8,008	$ (554,982)
Cash and cash equivalents - beginning of period	356,037	1,101,164
Cash and cash equivalents - end of period	364,045	546,182
Non cash transactions:
Conversion of convertible notes payable and accrued interest	148,856	148,856
Additional information:
Cash paid for interest expenses	0	0
Cash paid for income taxes	0	0

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Note 1. Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2016

Notes

Note 1. Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

BreedIt Corp. ("BreedIt" or the "Company") is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on May 26, 2010. On October 24, 2013 we entered into an agreement to acquire 66.67% of BreedIT Israel's capital stock. Subsequently, we were issued 200 shares of BreedIT Israel's capital stock ("Ordinary Shares") which represent 66.67% of BreedIT's outstanding Ordinary Shares with the founder, Dr. Oded Sagee owning the remaining 100 Ordinary Shares, representing 33.33% of the outstanding Ordinary Shares.

On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), BreedIT Israel's founder and minority stockholder, Dr. Oded Sagee ("Dr. Sagee") and Star Biotech Ltd, an Israeli company controlled by Dr. Sagee ("SB"). the Company and Dr. Sagee agreed to enter into the Separation Agreement based upon the determination by the Company that it had fulfilled its obligation to fund up to but not more than $1 million on behalf of BreedIT Israel but was not willing to continue to fund BreedIT Israel as a result of the financial condition and result of operations of BreedIT Israel and the estimate of future revenues presented by Dr. Sagee.

On February 10, 2016, BreedIT Corp., a Delaware corporation (the "Registrant," the "Company" or "BreedIT") filed a Form 8-K reporting that on February 8, 2016, it had signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Ltd, a private Company organized under the laws of the State of Israel ("Novomic"). On July 29, 2016, the closing of the merger occurred, pursuant to which Novomic became a wholly-owned subsidiary of the Registrant.

The accompanying unaudited financial statements of the Company are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for an air presentation have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2015 and the notes thereto included in the Company's Report on Form 10-K filed with the SEC on April 4, 2016.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of June 30, 2016 and December 31, 2015, we had cash equivalents of $608,577 and $640,418 respectively in the form of a certificate of deposit. The certificates of deposit bear an interest rate of 0.02%, mature every 7 days and renew automatically at end of every period.

Revenue Recognition

The Company recognizes revenue from licensing its software to customers for contractually defined periods of time. The Company recognizes revenue ratably over the term of the contract in accordance with ASC 605 (1) when the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) delivery has occurred or services have been provided, and (4) collectability is assured.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2016 and 2015, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:

Computers and electronic equipment 33%

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of June 30, 2016, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2016 and December 31, 2015, and expenses for the six months ended June 30, 2016 and 2015. Actual results could differ from those estimates made by management.

Impact of Recently Issued Accounting Standards

In September, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, Business Combinations (Topic 805) ("ASU 2015-16"). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company's consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In April 2015, the FASB issued ASU No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.

On November 2014, The FASB issued ASU No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity(a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The FASB issued ASU No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting(a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

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Note (2) Discontinued Operation and Deconsolidation of Held Subsidiary

6 Months Ended

Jun. 30, 2016

Notes

Note (2) Discontinued Operation and Deconsolidation of Held Subsidiary

Note (2) Discontinued operation and Deconsolidation of held subsidiary

The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), in which the company agreed that its Equity Interest shall be diluted from sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. Accordingly BreedIt Ltd. is no longer consolidated, a $6,780 gain was recorded on deconsolidation and the remaining 19% of investment written off during deconsolidation.

As a result of entering into the Separation Agreement, the operations of BreedIt Ltd. have been classified as Discontinued Operations on the Statement of Operations. The components of Discontinued Operations summarized on the Statement of Operations arising from the decision to separate from BreedIt Ltd. are as follows:

		For the six		For the six
		months ended		months ended
		June 30, 2016		June 30, 2015
Revenues	$	-	$	40,330
Expenses
Research and development		-		-
General and administrative		-		(465,853)
Total operating expenses		-		(465,853)
(Loss) from operations		-		(425,523)
Other income (expense)		-		8,820
Financial income (expense)		-		8,820
Net loss	$	-	$	(416,703)
Assets:
Cash		-		74,529
Other assets		-		57,530
Total assets held for sale		-		132,059
Liabilities:
Accounts payable		-		35,517
Total liabilities related to assets held for sale		-		35,517
The accompanying notes are an integral part of these financial statements.

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Note (3) Going Concern

6 Months Ended

Jun. 30, 2016

Notes

Note (3) Going Concern

Note (3) Going Concern

The Company has limited operations. The business plan of the Company transitioned from being a provider of online gaming software to the developer and provider of an intelligent decision support system ("IDSS") utilized by the agriculture breeding industry, we were able to utilize our software programming expertise. Our business efforts are now being directed toward offering our IDSS Software program to a wide variety of users engaged in plant breeding, primarily within the seed industry. We plan on marketing our IDSS Software to agro-breeders, providing them with the ability to better plan, manage and analyze their breeding data and to perform research activities quickly and effectively so as to significantly increase production and plant quality. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

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Note (4) Property and Equipment

6 Months Ended

Jun. 30, 2016

Notes

Note (4) Property and Equipment

Note (4) Property and equipment

For the six months ended June 30, 2016 total additions to Property and equipment were $0, total accumulated depreciation is $947 and total depreciation expense for the six months ended June 30, 2016 and 2015 was $0 and $892, respectively.

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

	June 30, 2016	December 31, 2015
Computers	$947	$947
Accumulated depreciation	(947)	(947)
Property and Equipment, net	$-	$-

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Note (5) Common Stock

6 Months Ended

Jun. 30, 2016

Notes

Note (5) Common Stock

Note (5) Common Stock

On January 25, 2015 the company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 of this amount $24,727 and $358,448 were expensed during the six months ended June 30, 2016 respectively, with $46,504 to be expenses over 1 additional quarters.

On February 24, 2015 and March 31, 2015 the Company issued 1,900,000 restricted shares of common stock in consideration for investor relations (IR) services provided to the Company. The shares were valued at $114,600 based on the closing price of the Company's common stock on the date of grant.

On March 15, 2015 two note holders converted $145,886 of debt and accrued interest to 2,917,698 shares at a conversion price of $0.05 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.

On April 27, 2015 one share and warrant holders exercised warrants for cash consideration of $110,000, in return 2,000,000 shares were issued.

On August 10, 2015 five note holders converted $103,150 of debt and accrued interest to 8,251,963 shares at a conversion price of $0.0125 per share. The conversion price per share was amended from $0.02 to $0.0125 by the board of directors and a $60,182 loss was recorded related to the change in conversion price. Following the change in conversion price the conversion occurred within the terms of the amended agreement so no gain or loss was recorded on the conversion.

From November 25, 2015 through December 2, 2015, the Company sold to 11 non-US private accredited investors, a total of 26,500,000 units for cash consideration of $265,000 at a price of $0.01 (the "Units"), each unit comprised of one share of common stock.

Between November 10, 2015 and December 1, 2015 the Company issued 10,800,000 restricted shares of common stock in consideration for services provided to the Company. The shares were valued at $157,320 based on the closing price of the Company's common stock on the date of grant.

On February 16, 2016 the company received share subscription funds for the purchase of 1,500,000 units for cash consideration of $15,000 at a price of $0.01 (the "Units"), each unit comprised of one share of common stock. These shares were subsequently issued during Q2 2016.

On May 1, 2016 the company received share subscription funds for the purchase of 23,474,178 units for cash consideration of $500,000 at a price of $0.0213 (the "Units"), each unit comprised of one share of common stock. These shares are recorded as stock payable and will be issued after merger is complete as per the terms of the share subscription.

On June 14, 2016 Company issued 3,300,000 restricted shares of common stock in consideration for services provided to the Company. The shares were valued at $78,870 based on $0.0239 the closing price of the Company's common stock on the date of grant.

During the three six months ended June 30, 2016 we incurred option and warrant issued for services expense of $24,727 and $1,407, respectively, compared to $382,938 and $10,134 during the same period in the prior year.

Share based payment transactions were accounted for in accordance with the requirements of ASC 505-50 Equity Based Payments to Non Employees. Paragraph 505-50-30-6 establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company measured share-based payment transactions at the fair value of the shares issued at date of grant, the Company believes that the value of the shares is more reliably measurable.

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

Type	Quantity	Exercise Price	Remaining Term
ESOP Oprions	5,900,000	$0.05	8-9 years
ESOP Options	6,000,000	$0.10	9 years
Total	11,900,000

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Note (6) Revenue Recognition

6 Months Ended

Jun. 30, 2016

Notes

Note (6) Revenue Recognition

Note (6) Revenue Recognition

On July 1 2011 and on July 10, 2011, the Company signed license agreements with two separate corporationsin Israel and Luxemburg (the "Licensees"). Subject to the terms and condition of each agreement the Company granted each Licensee a license to use the Company's proprietary online gaming platform in certain parts of the world. Each license is, in general, non-exclusive, except for certain countries specified within each agreement. The agreements grant each Licensee the right to develop and operate websites offering online games based on the Company's proprietary technology for a period of 5 years as of the respective agreement's effective date. In the event that by the eighteenth-month anniversary of the each agreement's effective date the respective Licensee fails to have at least one active website in each of the countries that comprise the exclusive territory of the agreement, the Company shall be entitled to either terminate exclusivity for these countries or terminate the entire agreement. In consideration of these agreements, and of support services to be provided by the Company through the license period, the Licensees have paid the Company non-refundable, one-time license fees totaling $119,000. In addition to such license fees, once each Licensee realizes revenues at a certain level specified in its respective agreement from its use of the Company's platform, itshall pay the Company a royalty in the amount of 50% of gross revenues realized from its use of this platform.

On December 26, 2011, the corporation from Luxemburg announced the termination of the agreement due to the economic situation in Europe. As a result, the entire license fee in the amount of $90,000 was recognized immediately as revenues.

During the six months ended June 30, 2016 and 2015, the Company recognized a total sum of $2,804 and $43,254 respectively, in revenues out of the total $119,000 license fees paid for both of the aforementioned agreements. The contract in the amount of $90,000 was canceled by the client; therefore we recognized the whole sum as revenues according to the terms of the agreement. The second contract grants the client licenses for a period of 5 years, accordingly $1,430 and $30 were recorded as revenues in the three months ended June 30, 2016 and 2015, respectively.

As of June 30, 2016 and 2015, no royalties have been paid by or recognized in connection with the aforementioned agreements.

One of the aforementioned Licensees is beneficially owned by an individual who holds 25,000 shares of the Company's common stock.

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Note (7) Related Party Transactions

6 Months Ended

Jun. 30, 2016

Notes

Note (7) Related Party Transactions

Note (7) Related Party Transactions

On October 2, 2014 850,000 the company granted a total stock options (the "Options") to 1 Company officer who is also a minority owner. The Options, vest over 9 quarters and are exercisable at a price of $0.05 per Share. The options were valued using the Black-Scholes model with 281% volatility and 0.23% discount rate for a total value of $152,955 of this amount $24,727 and $12,245 was expensed during the six months ended June 30, 2016 and 2015, respectively, and $36,500 to be expenses over 6 additional quarters.

On January 25, 2015 the company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 with $429,629 expensed during the nine months ended September 30, 2015.

During 2015 BreedIt Ltd, the company’s subsidiary, received $13,020 for use of its software from KanaboSeed Ltd, a related company. Accordingly $13,020 were included as donated capital, BreedIT Ltd holds 50% of KanaboSeed Ltd.

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Note (8) Convertible and Non-convertible Notes Payable

6 Months Ended

Jun. 30, 2016

Notes

Note (8) Convertible and Non-convertible Notes Payable

Note (8) Convertible and Non-Convertible Notes Payable

On March 15, 2015 two note holders converted $145,886 of debt and accrued interest to 2,917,698 shares at a conversion price of $0.05 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.

For the six months ended June 30, 2016 and 2015 the Company recorded interest income (expense) related in the amount of $70 and $(7,917), respectively.

Remaining debt discount as of June 30, 2016 and December 31, 2015 is $0 and $0 respectively.

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Note (9) Subsequent Events

6 Months Ended

Jun. 30, 2016

Notes

Note (9) Subsequent Events

Note (9) Subsequent Events

As defined in FASB ASC 855-10, "Subsequent Events", subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued.

On February 10, 2016, BreedIT Corp., a Delaware corporation (the "Registrant," the "Company" or "BreedIT") filed a Form 8-K reporting that on February 8, 2016, it had signed a Merger Agreement (the "Merger Agreement" or the "Agreement") with Novomic Ltd, a private Company organized under the laws of the State of Israel ("Novomic") and a Shareholders' Agreement with the Novomic shareholders (the "Shareholders' Agreement"). On July 29, 2016, the closing of the merger occurred, pursuant to which Novomic became a wholly-owned subsidiary of the Registrant.

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

The company evaluated all transactions and events that occurred subsequent to the balance sheet date and prior to the date on which the financial statements contained in this report were issued and determined that no such events or transactions, other than the above, necessitated disclosure.

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Note 1. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of June 30, 2016 and December 31, 2015, we had cash equivalents of $608,577 and $640,418 respectively in the form of a certificate of deposit. The certificates of deposit bear an interest rate of 0.02%, mature every 7 days and renew automatically at end of every period.

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Note 1. Summary of Significant Accounting Policies: Revenue Recognition (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Revenue Recognition

Revenue Recognition

The Company recognizes revenue from licensing its software to customers for contractually defined periods of time. The Company recognizes revenue ratably over the term of the contract in accordance with ASC 605 (1) when the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) delivery has occurred or services have been provided, and (4) collectability is assured.

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Note 1. Summary of Significant Accounting Policies: Loss Per Common Share (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Loss Per Common Share

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

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Note 1. Summary of Significant Accounting Policies: Income Taxes (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

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Note 1. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2016 and 2015, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

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Note 1. Summary of Significant Accounting Policies: Property and Equipment (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:

Computers and electronic equipment 33%

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Note 1. Summary of Significant Accounting Policies: Deferred Offering Costs (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Deferred Offering Costs

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

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Note 1. Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Impairment of Long-lived Assets

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of June 30, 2016, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

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Note 1. Summary of Significant Accounting Policies: Estimates (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Estimates

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of June 30, 2016 and December 31, 2015, and expenses for the six months ended June 30, 2016 and 2015. Actual results could differ from those estimates made by management.

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Note 1. Summary of Significant Accounting Policies: Impact of Recently Issued Accounting Standards (Policies)

6 Months Ended

Jun. 30, 2016

Policies

Impact of Recently Issued Accounting Standards

Impact of Recently Issued Accounting Standards

In September, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-16, Business Combinations (Topic 805) ("ASU 2015-16"). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company's consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In April 2015, the FASB issued ASU No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) ("ASU 2015-03"), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.

On November 2014, The FASB issued ASU No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity(a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The FASB issued ASU No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting(a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

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Note (2) Discontinued Operation and Deconsolidation of Held Subsidiary: Components of Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2016

Tables/Schedules

Components of Discontinued Operations

		For the six		For the six
		months ended		months ended
		June 30, 2016		June 30, 2015
Revenues	$	-	$	40,330
Expenses
Research and development		-		-
General and administrative		-		(465,853)
Total operating expenses		-		(465,853)
(Loss) from operations		-		(425,523)
Other income (expense)		-		8,820
Financial income (expense)		-		8,820
Net loss	$	-	$	(416,703)
Assets:
Cash		-		74,529
Other assets		-		57,530
Total assets held for sale		-		132,059
Liabilities:
Accounts payable		-		35,517
Total liabilities related to assets held for sale		-		35,517
The accompanying notes are an integral part of these financial statements.

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Note (4) Property and Equipment: Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2016

Tables/Schedules

Property, Plant and Equipment

	June 30, 2016	December 31, 2015
Computers	$947	$947
Accumulated depreciation	(947)	(947)
Property and Equipment, net	$-	$-

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Note (5) Common Stock: Schedule of Options (Tables)

6 Months Ended

Jun. 30, 2016

Tables/Schedules

Schedule of Options

Type	Quantity	Exercise Price	Remaining Term
ESOP Oprions	5,900,000	$0.05	8-9 years
ESOP Options	6,000,000	$0.10	9 years
Total	11,900,000