UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2017

OR

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

OR

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

Commission file number 333-201903

NANO-TEXTILE LTD.

(Exact name of Registrant as specified in its charter)

ISRAEL

(Jurisdiction of incorporation or organization)

14 Izhak Sade St.

Nahariya, Israel 2230507

Tel: (011) (972) 50-652-1727

 (Address of principal executive offices)

Raz Gal

Chief Executive Officer

Telephone: (011) (972) 50-652-1727

E-mail: raz@shaysapir.com Nano-Textile Ltd.

14 Izhak Sade St.

Nahariya, Israel 2230507

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 

Title of each class	Name of each exchange on which registered
Ordinary shares, no par value	None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2017, the registrant had outstanding 83,265,969 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes o  No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o  No x

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x

Emerging growth company  ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark which basis for accounting the registrant has used to prepare the financing statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board x Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

EXPLANATORY NOTE

This Amendment No. 1 to Nano-Textile Ltd.'s Annual Report on Form 20-F (the “Form 20-F”) for the fiscal year ended December 31, 2017 is being filed to correct the following:

1.            Submit the Company’s Interactive Data File with respect to the audited financial statements of the Company for the fiscal year ended December 31, 2017 as an exhibit to this Form 20-F; and

2.            Correct the date of the Report of Independent Registered Public Accounting Firm from May 18, 2018 to May 21, 2018.

No other changes have been made to the Form 20-F. This Amendment No. 1 relates back to the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 20-F.

NANO-TEXTILE LTD

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2017

INDEX

	Page
Auditors' Report	F-2
Statement of Financial Position	F-3
Statement of Comprehensive loss	F-4
Statement of Changes in Equity (deficit)	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 - F-24

# # # # # # #

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Nano-Textile Ltd.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nano–Textile Ltd. (the “Company”) as of December 31, 2017 and 2016, the related statements of income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with generally accepted international accounting principles (IFRS).

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1.b to the financial statements, the Company has not established a source of revenue sufficient to cover its operating costs. As of December 31, 2017, the Company does not have sufficient working capital and cash resources to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1.b to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Dov Weinstein & Co. C.P.A (Isr)

This is the first year that we are serving as the company’s auditors.

Jerusalem, Israel

May 21, 2018

F-2

NANO-TEXTILE LTD

STATEMENT OF FINANCIAL POSITION

		December 31,			December 31,
		2017			2016
	Note	US Dollars			US Dollars
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	37,934		$	18,996
Prepaid expenses and receivables	4		12,153			3,968
			50,087			22,964
NON-CORRENT ASSTES:
Intangible assets	1c, 8		26,696			29,030
TOTAL ASSETS			76,783			51,994
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade accounts Payables			50,989			5,872
Related Party loans	5		181,607			194,900
Accrued liabilities			64,704			14,965
			297,300			215,737
EQUITY:	6
Common shares no par value:
Authorized: 300,000,000 shares at December 31, 2017 and 2016, issued and outstanding: 83,265,969 and 82,265,969 at December 31, 2017 and 2016, respectively.	5		(*)332			(*)332
Share premium			405,026			320,026
Receipt on account of shares not yet issued			157,551			-
Accumulated deficit			(783,426	)		(484,101	)
			(220,517	)		(163,743	)
TOTAL LIABILITIES AND EQUITY			76,783			51,994

*Represents par value on shares sold before amendment of the Company charter to no par value.

The accompanying notes are an integral part of the financial statements.

Date of approval of the
financial statements	CEO	CFO

F-3

NANO-TEXTILE LTD

STATEMENT OF COMPREHENSIVE LOSS

		Year ended		Year ended		Year ended
		December 31,		December 31,		December 31,
		2017		2016		2015
	Note
Research and Development expenses	1c		59,940		19,881		25,512
General and administrative expenses			219,408		63,733		227,996
Operating loss			279,348		83,614		253,508
Financing expenses			19,977		3,738		369
Financing income			-		-		-
Net finance expenses			3,738		3,738		369
Loss before income taxes			299,325		87,352		253,877
Income taxes	7		-		-		-
Total comprehensive loss for the period			299,325		87,352		253,877
Basic net loss per share attributable to ordinary equity holders			0.0036		0.0011		0.0032
Weighted average number of common shares outstanding during the period - basic and diluted			82,512,544		81,519,167		79,873,732

The accompanying notes are an integral part of the financial statements.

F-4

NANO-TEXTILE LTD

STATEMENT OF CHANGES IN EQUITY (DEFICIT)

					Receipt
	Common Stock				on account		Share		Accumulated
	Shares		Amount		of shares		Premium		deficit			Total
					US Dollars
Balance at December 31, 2014		79,873,732		332		-		241,865		(142,872	)		99,325
Comprehensive loss for the period		-		-		-		-		(253,877	)		(253,877	)
Balance at December 31, 2015		79,873,732		332		-		241,865		(396,749	)		(154,552	)
Issuance of shares for services		2,122,237		-		-		55,291		-			55,291
Conversion of related party debt		-		-		-		12,870		-			12,870
Issuance of shares net of issuance expense		270,000		-		-		10,000		-			10,000
Comprehensive loss for the period		-		-		-		-		(87,352	)		(87,352	)
Balance at December 31, 2016		82,265,969		332		-		320,026		(484,101	)		(163,743	)
Issuance of shares net of issuance expense		1,000,000		-		-		85,000		-			85,000
Receipt on account of shares not yet issued		-		-		157,551		-		-			157,551
Comprehensive loss for the period		-		-				-		(299,325	)		(299,325	)
Balance at December 31, 2017		83,265,969		332		157,551		405,026		(783,426	)		(220,517	)

The accompanying notes are an integral part of the financial statements.

F-5

NANO-TEXTILE LTD

STATEMENT OF CASH FLOWS

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2017			2016			2015
	US Dollars			US Dollars			US Dollars
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period		(299,325	)		(87,352	)		(253,877	)
Adjustments to reconcile loss to net cash flows:
Amortization of intangible assets		2,334			2,333			2,333
Share based compensation		-			-			52,291
Decrease (increase) in prepaid expenses and receivables		(8,185	)		(3,968	)		38,810
Increase (decrease) in trade accounts payable		45,117			(18,266	)		(5,773	)
Increase (decrease) in accrued liabilities		49,739			(33,480	)		41,301
Net cash used in operating activities		(210,320	)		(140,733	)		(124,915	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment on account of intangibles assets		-			-			-
Net cash used in investing activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (to) related party loans		(13,293	)		149,145			58,624
Receipt on account of shares not yet issued		157,551			-			-
Proceeds from stock issued for cash		85,000			10,000			-
Net cash provided by financing activities		229,258			159,145			58,624
Increase (decrease) in cash and cash equivalents		18,938			18,412			(66,291	)
Cash and cash equivalents at the beginning of the period		18,996			584			66,875
Cash and cash equivalents at the end of the period		37,934			18,996			584
Supplemental disclosure of cash flow information:
Non-cash transactions
Issuance of shares for services accrued in previous years	$	-		$	55,291		$	-
Conversion of related party debt	$	-		$	12,870		$	-

The accompanying notes are an integral part of the financial statements.

F-6

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

NOTE 1:- CORPORATE INFORMATION

a. Nano-Textile Ltd. (formerly T.A.B Anti-Bacterial Textiles Ltd.) (the Company) was incorporated in the State of Israel, on December 29, 2013. The Company engages in the development and production of anti-bacterial textile products. On September 21, 2014, the General Meeting of the Company the shareholders decided to change the Company's name to Nano-Textile Ltd. The change was subject to the approval of the Companies Register in the Israeli Ministry of Justice which was received on January 15, 2015.

b. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2017, the Company has not yet generated revenue from its operations, had approximately $38,000 in cash and cash equivalents, approximately $247,000 in negative working capital, stockholders’ deficit of approximately $221,000, and an accumulated deficit of approximately $783,000. Management anticipates that their business will require substantial additional investments that have not yet been secured. The Company anticipates that the existing cash will not be sufficient to continue its planned operations through the next 12 months. Management is continuing in the process of fund raising in the private and public equity markets as the Company will need to finance future activities and general and administrative expenses. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability.

c. On June 10, 2014, the Company entered into a patent licensing agreement with Bar Ilan Research and Development Ltd. ("BIRAD") and acquired the right to develop, manufacture, use, offer for sale, and sell in Europe, Asia, South America and Australia bed linen, drapery, upholstery, home textile and/or clothing produced through exploitation of the Patent Rights (the "Territory"). The Patent Rights protect a unique anti-bacterial textile manufacturing process that is owned by Bar-Ilan University.

Under the License Agreement, the company is required to pay BIRAD the following fees and royalties:

a. A non-refundable license issuance fee of $35,000.

b. An annual license maintenance fee of $20,000 per year commencing from the first anniversary of the signing of the License Agreement. The annual license maintenance fee is creditable against any royalty amounts payable with respect to products sold in the same calendar year that the annual license maintenance fee was due.

c. A royalty of 3% of the company's sales of products making use of the Patent Rights.

In addition, the Company is required to reimburse BIRAD for all documented, out-of-pocket patent filing, prosecution, and maintenance expenses incurred by BIRAD in connection with the Patent Rights.

F-7

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

The License Agreement sets certain development milestones with which the company must comply. In the event the company fails to meet any of the development milestones without providing BIRAD with a reasonable plan for promptly achieving a reasonable extended and/or amended milestone, then BIRAD may terminate the License Agreement. After the balance sheet date, on February 9, 2016, the Company entered into an amendment to the License Agreement pursuant to which the milestone dates were extended.

In addition, BIRAD has provided the company with a side letter in which BIRAD informed the company that BIRAD has granted to a third party an option to obtain an exclusive license to the Patent Rights for the field of disposable anti-bacterial textiles for medical treatment and/or personal hygiene, i.e., bandages (the "Additional Field"). In the event such third party does not exercise its option, then BIRAD will inform the company of this fact and grant us thirty days to inform BIRAD of our interest in expanding our license to include the Additional Field. The company shall then have 60 days to negotiate the inclusion of the Additional Field into the company's license to the Patent Rights.

The License Agreement will remain in effect until the later of: (a) the expiration of the last to expire Patent Rights; or (b) 15 years have passed from the date of the first commercial sale, unless the License Agreement is earlier terminated by one of the parties, according to the terms of the License Agreement. The termination rights include, but are not limited to, the company's right to terminate upon 60-days’ prior written notice, BIRAD's right to terminate if the company becomes insolvent or bankruptcy proceedings are initiated against the company, and BIRAD's right to terminate upon the Company default in the performance of any material obligation and the Company failure to cure such default within 30 days of written notice of such default.

Based on IAS-38 "Intangible Assets" the Company had capitalized the non-refundable license issuance fee of $35,000 as an intangible asset, and estimated its useful economic life at 15 years from the date of the licensing agreement (June 10, 2014). Development costs relating to the license are expensed as incurred until such time when the Company can demonstrate technical and commercial feasibility of the asset for sale or use.

NOTE 2:- BASIS OF PREPARATION

a. Basis of preparation:

The financial statements of the company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the international Accounting Standards Board.

b. Basis of measurement:

The financial statements have been prepared on the historical cost basis except for financial instruments at fair value through profit or loss or share premium, as relevant, that are stated at fair value.

F-8

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

c. Functional and presentational currency:

The financial statements are presented in U.S. dollars which is the functional currency of the Company. The dollar is the currency that represents the economic environment in which the Company operates and intends to operate. The Company's transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary assets and liabilities denominated in non-dollar currencies are reflected in the statements of comprehensive income as financial income or expenses, as appropriate.

d. Use of estimates and judgments:

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Upon formulation of accounting estimates used in preparation of the Company's financial statements, management is required to make assumptions in regard to the circumstances and events that are significantly uncertain. Management arrives at these decisions based on prior experiences, various facts, external items and reasonable assumptions in accordance with the circumstances related to each assumption. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES

a. Cash and cash equivalents:

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the company in the management of its short-term commitments.

b. Intangible assets:

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

F-9

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Amortization expense on intangible assets with finite lives is recognized in the statement of comprehensive loss in the expense category that is consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite

life is reviewed annually to determine whether the indefinite life continues to be supportable If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized.

Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate:

- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

- Its intention to complete and its ability to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

- The ability to use the intangible asset generated

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Amortization is recorded in cost of sales During the period of development, the asset is tested for impairment annually.

At each balance sheet date, the Company reviews whether any events have occurred or changes in circumstances have taken place, which might indicate that there has been an impairment of the intangible assets. When such indicators of impairment are present, the Company evaluates whether the carrying value of the intangible asset in the Company's accounts can be recovered from the cash flows anticipated from that asset, and, if necessary, records an impairment provision up to the amount needed to adjust the carrying amount to the recoverable amount.

F-10

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

c. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares are recognized as a deduction from equity, net of any tax effects.

d. Basic and Diluted loss per Share:

Basic loss per share is computed based on the weighted average number of common shares outstanding during each period. Diluted loss per share is computed based on the weighted average number of common shares outstanding during each period, plus dilutive potential common shares considered outstanding during the period.

e. Share-based payments

Suppliers of the company receive remuneration in the form of share-based payments, whereby suppliers render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

That cost is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company’s best estimate of the number of equity instruments that will ultimately vest. The statement of profit or loss expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.

f. Financial instruments:

(i) Non-derivative financial

The Company initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the company becomes a party to the contractual provisions of the instrument.

F-11

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Company classifies non-derivative financial assets into the following categories: Financial assets at fair value, through profit or loss, held-to-maturity financial assets, loans and receivables, and available-for-sale financial assets.

Financial assets at fair value through profit or loss:

A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such on initial recognition. Financial assets are designated as at fair value through profit or loss if the company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the company's documented risk management or investment strategy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit or loss.

Financial assets designated as at fair value through profit or loss comprise equity securities that otherwise would have been classified as available for sale.

Loans and receivables:

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, and trade and other receivables. The carrying amount of short-term loans and receivables approximates fair value due to the short-term period.

(ii) Non-derivative financial liabilities

The company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

F-12

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

The Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

Other financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.

g. Taxes:

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognized for:

- Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

- Temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and

- Taxable temporary differences arising on the initial recognition of goodwill Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same Tax Authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

h. Statement of cash flows:

The statement of cash flows from current operations is presented using the indirect method, whereby interest amounts paid and received by the Company are included in the cash flows in current operations.

F-13

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

i. Fair value measurement:

The Company measures financial instruments, such as, derivatives, and non-financial assets such as investment properties, at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost are disclosed in Note 11.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

1. In the principal market for the asset or liability, or

2. In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interests.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the value measurement as a whole:

1. Level 1 — Quoted (unadjusted) market prices in active markets for identical assets liabilities.

2. Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value.

3. Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

As of December 31, 2016 and 2015, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

F-14

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

j. Concentrations of credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term deposits and trade receivables.

k. Adoption of new and revised Standards and interpretations:

New standards and amendments not yet adopted

IFRS 15, Revenue from Contracts with Customers

IFRS 15 replaces the current guidance regarding recognition of revenues and presents a new model for recognizing revenue from contracts with customers. IFRS 15 provides two approaches for recognizing revenue: at a point in time or over time. The model includes five steps for analyzing transactions so as to determine when to recognize revenue and at what amount. Furthermore, IFRS 15 provides new and more extensive disclosure requirements than those that exist under current guidance.

IFRS 15 is applicable for annual periods beginning on or after January 1, 2018 and earlier application is permitted. IFRS 15 includes various alternative transitional provisions, so that companies can choose between one of the following alternatives at initial application: full retrospective application, full retrospective application with practical expedients, or application as from the mandatory effective date, with an adjustment to the balance of retained earnings at that date in respect of transactions that are not yet complete. The company has not yet commenced examining the effects of adopting IFRS 15.

IFRS 9, Financial Instruments

IFRS 9, "Financial instruments", addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Company is assessing the potential impact on its financial statements resulting from the application of IFRS 9. The implementation of this standard will not have a material effect on the financial statements.

IFRS 16, Leases

The standard requires lessees, with certain exceptions, to recognize a lease liability reflecting future lease payments and a "right of use asset" for lease contracts. The standard is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted if IFRS 15, "Revenue from contracts with customers", is also applied. The implementation of this standard will not have a material effect on the financial statements.

Disclosure Initiative (Amendments to IAS 7)

The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financial activities, including both changes arising from cash flow and non-cash changes. The amendments are effective for annual periods beginning on or after 1 January 2017, with early adoption permitted. To satisfy the new disclosure requirements the Company intends to present reconciliation between the opening and closing balances for liabilities with changes arising from financial activities.

F-15

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

k. Adoption of new and revised Standards and interpretations (continue):

Recognition of Deferred Tax Assets for Unrealized Losses (Amendments to IAS 12)

The amendments clarify the accounting for deferred tax assets for unrealized losses for debt instruments measured at fair value. The amendments are effective for annual periods beginning on or after 1 January 2017, with early adoption permitted. The Company is assessing the potential impact on its financial statements resulting from the amendments. So far, the Company does not expect any significant impact.

IFRS 2, Classification and Measurement of Share-based Payment Transactions Amendments to IFRS 2

The IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The amendments are effective for annual periods beginning on or after 1 January 2018, with early application permitted. The Company is assessing the potential effect of the amendments on its financial statements, So far, the Company does not expect any significant impact.

IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration

The Interpretation clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration. Entities may apply the amendments on a fully retrospective basis. Alternatively, an entity may apply the Interpretation prospectively to all assets, expenses and income in its scope that are initially recognized on or after: (i) The beginning of the reporting period in which the entity first applies the interpretation, or (ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the interpretation. The Interpretation is effective for annual periods beginning on or after 1 January 2018. Early application of interpretation is permitted and must be disclosed. However, since the Company’s current practice is in line with the Interpretation, the Çompany does not expect any effect on its consolidated financial statements.

F-16

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

k. Adoption of new and revised Standards and interpretations (continue):

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment. The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:

• Whether an entity considers uncertain tax treatments separately

• The assumptions an entity makes about the examination of tax treatments by taxation authorities

• How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

• How an entity considers changes in facts and circumstances

An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments.

The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Group will apply interpretation from its effective date. Since the Group operates in a complex multinational tax environment, applying the Interpretation may affect its consolidated financial statements and the required disclosures. In addition, the Group may need to establish processes and procedures to obtain information that is necessary to apply the Interpretation on a timely basis

NOTE 4:- PREPAID EXPENSES AND RECEIVABLES

	December 31,		December 31,
	2017		2016
	US Dollars		US Dollars
Governmental institutions		10,853		3,968
		10,853		3,968

F-17

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

NOTE 5:- RELATED PARTIES

Key management includes members of the Board of Directors and the Chief Executive Officer. As of December 31, 2017, Mr. Joshua Herschcovici, director and chairman of the board, owns 74.9% of the Company’s outstanding stock.

The aggregate compensation expensed to our key management with respect to the year ended December 31, 2017 and 2016 was $12,060 and $11,490, respectively.

Upon incorporation, the Company issued to its founders (Mr. Herschcovici and Mr. Meir Elishkov) 68,818,000 shares (1,000 shares pre-stock split at $0.32 par value) for total consideration of $20,707.

Commencing from July 1, 2014, Mr. Herschcovici is entitled to NIS 10,000, plus VAT, per month for serving as the Chairman of the Board of the Company. In addition, the Company paid Mr. Herschcovici a fee of NIS 10,000, plus VAT, for having served as Chairman of the Board of the Company for the period from December 29, 2013 through June 30, 2014. As from January 1, 2015 Mr. Herschcovici has waived his Chairman of the Board compensation.

Commencing from September 1, 2014, Mr. Elishkov is entitled to NIS 5,000, plus VAT, per month for serving as a Director of the Company. In addition, the Company paid Mr. Elishkov a fee of NIS 20,000, plus VAT, for having served as a Director of the Company for the period from July 1, 2014 through August 31, 2014. As from January 1, 2015 Mr. Elishkov has waived his Director compensation.

In November 2014, the Company issued 285,715 ordinary shares to its former Chief Executive Officer, in exchange for CEO services received until October 30, 2014. The Company evaluated the Value of the 285,715 shares at $6,433.

During 2015 and 2016 Mr. Herschcovici (directly or through a company controlled by Mr. Herschcovici) granted the Company loans in the amount of $58,624 and $149,146, respectively. During 2017, the Company repaid $13,293 to Mr. Herschcovici on account of the loan. The balance of the loans as of December 31, 2016 and 2017, amounted to $194,900 and $181,607, respectively. The loans do not bear interest and are due on demand.

NOTE 6:- SHARE CAPITAL

On March 30, 2016, the Company issued 1,107,767 ordinary shares to its former Chief Executive Officer and to its CFO, in exchange for services received until December 31, 2015. The Company evaluated the Value of the shares at $28,490 based on the value of other shares issued to service providers in arm’s length transactions.

On March 2016, a related party converted his loan balance in the amount of $12,870 into share premium.

A Company share grants to its holder the right to receive an invitation to the general meetings, to participate and to vote in the general meetings, the rights to receive dividends, the rights to appoint directors and rights to net assets upon dissolution.

On September 11, 2014, the Company amended and restated its Articles of Association to remove the par value from the shares, so that all shares will be without par value, to increase the authorized capital of the company from 100,000 shares to 300,000,000 shares, and to perform a stock split of the outstanding shares in the ratio of 1 to 68,818.

F-18

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

As a result of the stock split, every ordinary share of the Company’s outstanding ordinary shares prior to the effect of that amendment was split and reclassified into 68,818 ordinary shares of the Company, and the number of outstanding ordinary shares of the Company was increased from 1,156.5 to 79,588,017 shares.

All share, stock option and per share information in these financial statements have been restated to reflect the stock split on a retroactive basis.

Since March 31, 2015, the Company's ordinary shares are traded on the Over-The-Counter Bulletin Board. On August 24, 2015, the Company terminated its primary offering for the sale of up to 30,000,000 new ordinary shares. No ordinary shares were sold under the primary offering.

On March 30, 2016, the Company issued 1,107,767 ordinary shares to its former Chief Executive Officer and to its CFO, in exchange for services received until December 31, 2015. The Company evaluated the Value of the shares at $28,802. In addition, on March 30, 2016, the Company issued 1,014,470 ordinary shares to services providers, in exchange for services received until December 31, 2015. The Company evaluated the Value of the shares at $26,755 based on the value of service provided.

On October 26, 2016 the Company issued 270,000 ordinary shares of the Company for total consideration of $10,000.

The Company entered into an Investment Agreement (the "Investment Agreement") with four entities located in China (the "Investors"), dated February 17, 2017, and an Amendment to the Investment Agreement, also dated February 17, 2017, for total equity investment of $2 million in the Company. Pursuant to the terms of the Investment Agreement, as amended, in consideration for the Investors' investment of $2 million, the Company will issue to the Investors 35,256,844 ordinary shares, representing approximately 30% of the Company's issued share capital. Of which $200,000 was paid as First Private Placement and the remaining amount will be paid at the closing of this investment transaction which was scheduled to take place on April 30, 2017.

The Investor decided not to continue with the second payment and therefore the agreement was void. The amounts received were recorded as receipts on account of shares not yet issued. The amount of shares to be issued is not certain.

On October 2, 2017 the Company entered into a Private Placement Subscription Agreement with an investor according to which the Company issued the investor 1,000,000 units, each unit consist of one ordinary shares of the Company and one non-transferable ordinary share purchase warrant entitling the holder to purchase one share of the Company for a period of three years at a purchase price of $0.085 per warrant share. The total consideration of the 1,000,000 units was $85,000.

F-19

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

Share based payments

During the first and second quarters of 2014, the Company signed several share based payments agreements according to which the Company issued 860,225 ordinary shares of the Company to consultants for raising capital. The shares were valued at $18,761 based on the price of recent shares sold. The value of the shares was offset against share premium.

On May 12, 2014, the Company signed an agreement with a consultant according to which the consultant would provide fund raising services. Based on the agreement, the Company issued the consultant 289,036 options on Company's shares. The Company evaluated the value of the 289,036 options on shares at $7,502. The value of the options was offset against share premium.

A summary of the status of the stock options granted to non-employees as of December 31, 2016:

	Number of Options		Weighted Average Exercise Price
Outstanding at January 1, 2015		-		-
Granted during the period		289,036		0.026
Outstanding at December 30, 2015		289,036		0.026
Granted during the period		-		-
Outstanding at December 30, 2016		289,036		0.026
Granted during the period		-		-
Outstanding at December 30, 2017		289,036		0.026
Number of options exercisable at December 31, 2017 and 2016		289,036

NOTE 7:- TAXES ON INCOME

a. Israeli taxation

On July 30, 2013, the Israeli parliament approved the Law for the Change in National Priorities (Legislative Amendments to Achieve Budgetary Goals for 2013 and 2014) – 2013 (hereinafter – the “Law for the Change in National Priorities”), which, among other things increased the standard Israeli corporate income tax rate from 25% to 26.5% effective as of January 1, 2014.

On January 4, 2016, the Israeli parliament passed the Law for Amendment of the Income Tax Ordinance No. 216, which, among other things reduced the standard Israeli corporate income tax rate from 26.5% to 25% effective as of January 2016.

F-20

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

In December 2016, the Israeli parliament passed the Economic Efficiency Law (Legislative Amendments to Achieve Budget Targets for the 2017 and 2018 Budget), which set a further reduction of corporate tax from 25% to 23%. The provisions of the law included a Temporary Order stipulate that the corporate tax rate in 2017 will be 24%. As a result, the corporate tax rate that will apply in 2017 will be 24% and the corporate tax rate that will take effect from 2018 onwards will be 23%

b. Deferred taxes:

The Company has estimated tax losses of approximately $773,000 as of December 31, 2017. Deferred tax assets, tax credits and deductible temporary differences, have not been recognized, since there is uncertainty that future taxable profits will be available against which, they can be utilized.

NOTE 8:- INTANGIBLE ASSETS

	License fee
	US Dollars
Cost:
Balance as of January 1, 2015		35,000
Additions during the period		-
Balance as of December 31, 2015		35,000
Additions during the period		-
Balance as of December 31, 2016		35,000
Additions during the period		-
Balance as of December 31, 2017		35,000
Accumulated amortization:
Balance as of January 1, 2015		1,304
Additions during the period		2,333
Balance as of December 31, 2014		3,637
Additions during the period		2,333
Balance as of December 31, 2015		5,970
Additions during the period		2,334
Balance as of December 31, 2016		8,303
Net book value as of December 31, 2017		26,696
Net book value as of December 31, 2016		29,030

Intangible assets are comprised of license fees (see note 1c) and are amortized using the straight-line method over the useful life of 15 years.

F-21

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

NOTE 9:- EARNING PER SHARE

Basic loss per share is computed by dividing the Company's loss by the weighted average number of Ordinary Shares outstanding during the period. The options of the Company in the reporting periods were not taken into account in the computation of diluted loss per share, since the effect of these potential Ordinary Shares is anti-dilutive. Therefore, the diluted loss per share is identical to the basic loss per share.

Set forth below is data taken into account in the computation of loss per share:

	December 31, 2017		December 31, 2016		December 31, 2015
	US Dollars		US Dollars		US Dollars
Loss as reported in the financial statements		299,325		87,352		253,877
Weighted average number of shares outstanding during the period		82,512,544		81,519,167		79,873,732
Basic and diluted loss per share		0.0036		0.0011		0.0032

NOTE 10:- FINANCIAL INSTRUMENTS AND MANAGEMENT OF FINANCIAL RISKS

a. Classification of financial assets and financial liabilities

Below is the classification of financial assets and financial liabilities in the Statement of Financial Position:

	December 31,		December 31,
	2017		2016
	US Dollars		US Dollars
Financial assets
Cash and cash equivalents		37,934		18,996
Prepaid expenses and receivables		12,153		3,968
		50,087		22,964
Financial liabilities
Trade accounts Payables		50,989		5,874
Related Party loans		181,607		194,900
Accrued liabilities		64,704		14,965
		297,300		215,739

F-22

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

b. Financial risk factors

The Company's activities expose it to a variety of financial risks: market risk (including foreign exchange risk), credit and interest risks and liquidity risk and the risk of failing to secure additional investments that are required to finance its operations. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance.

Risk management is performed by the Company's Board of Directors, who identifies and evaluates financial risks in close cooperation with the Company's Chief Executive Officer. The Company's Chief Executive Officers responsible for carrying out risk management activities in accordance with guidelines of the Board of Directors. The Board of Directors provides guidelines for overall risk management, as well as policies dealing with specific areas (if relevant), such as exchange rate risk, interest rate risk, credit risk, use of financial instruments, and investment of excess cash. In order to minimize the risk exposure to market risk and credit risk the Company invested the majority of its cash balances in highly-rated bank deposits with maturity of less than a year.

1. Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. Management monitors rolling forecasts of the Company's liquidity reserve (comprising cash and cash equivalents and deposits). This is generally carried out based on the expected cash flows in accordance with practice and limits set by the management of the Company.

The Company is in the research and development stage and has not yet generated any revenue from sales of its product candidates. The Company is therefore exposed to liquidity risk, taking into consideration the forecasts of cash flows required to finance its investments and other activities.

2. Market risk

Foreign exchange risk - The Company might be exposed to foreign exchange risk as a result of making payments to employees or service providers and investing in currencies other than the U.S. dollars - mostly in New Israeli Shekel.

Had the functional currency of the Company been stronger by 5% against the NIS, assuming all other variables remained constant, the Company would have recognized an additional expense of $8,330 in profit or loss for the year ended December 31, 2015.

Had the functional currency of the Company been stronger by 5% against the NIS, assuming all other variables remained constant, the Company would have recognized an immaterial expense of $7,042 in profit or loss for the year ended December 31, 2016.

F-23

NANO-TEXTILE LTD

NOTES TO FINANCIAL STATEMENTS

3. Credit risk

The Company's credit risk arises from cash and cash equivalents, bank deposits and unpaid receivable balances. Cash and cash equivalent balances of the company are deposited in an Israeli banking corporation. The Company management is of the opinion that there is insignificant credit risk regarding these amounts.

c. Linkage term of financial liabilities by categories of financial instruments in accordance with IAS 39:

	Linked to USD		Linked to NIS		Total
December 31, 2017
Financial liabilities at depreciated cost		12,000		285,300		297,300
		12,000		285,300		297,300
December 31, 2016
Financial liabilities at depreciated cost		7,025		208,714		215,739
		7,025		208,714		215,739

NOTE 11: SUBSEQUENT EVENTS

On January 12, 2018, the Company entered into an agreement with Bruckner Trockentechnik GmbH & Co. ("Bruckner"), for the evaluation of a potential commercial collaboration. Pursuant to the agreement, the Company will collaborate with Bruckner on the design, manufacturing and full performance examination of an industrial scale sono-machine (a machine which performs controlled cavitation) to evaluate having Bruckner manufacture and supply sono-machines capable of implementing Nano-Textile's proprietary anti-bacterial sono-chemistry process.

The scale-up trial will continue for up to six (6) months from the day of assembly and installation of the industrial scale sono-machine meeting the agreed upon specifications. The parties may mutually decide to extend the trial period.

Within 30 days of the conclusion of the scale-up trial, the parties will determine whether to enter into a definitive agreement for the manufacturing and supply of sono-machines on a commercial scale.

################

F-24

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

NANO-TEXTILE LTD.
By:	/s/ Raz Gal
	Raz Gal Chief Executive Officer

Date: May 21, 2018

ANNUAL REPORT ON FORM 20-F

INDEX OF EXHIBITS

Exhibit No.	Description
1.1	Amended Articles of Association (incorporated by reference to Exhibit 3.1 from our Registration Statement on Form F-1 filed on February 6, 2015).
4.1	License Agreement with Bar Ilan Research and Development Company Ltd. dated June 10, 2014 (incorporated by reference to Exhibit 10.1 from our Registration Statement on Form F-1 filed on February 6, 2015).
4.2	Side Letter with Bar Ilan Research and Development Company Ltd. dated June 10, 2014 (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F-1 filed on February 6, 2015).
4.3	Amendment to License Agreement with Bar Ilan Research and Development Company Ltd. dated February 9, 2016 (incorporated by reference to Exhibit 4.3 from our Form 20F/A filed on May 1, 2017).
4.4	Amended and Restated License Agreement with Bar Ilan Research and Development Company Ltd. dated as of April 30, 2017 (incorporated by reference to Exhibit 1.1 from our Form 6-K filed on May 22, 2017).
4.5	Services Agreement with Shlomo Zakai dated October 2, 2014 (incorporated by reference to Exhibit 10.4 from our Registration Statement on Form F-1 filed on February 6, 2015).
4.6	Services Agreement with Joshua Herchcovici dated October 30, 2014 (incorporated by reference to Exhibit 10.5 from our Registration Statement on Form F-1 filed on February 6, 2015).
4.7	Finder's Fee Agreement with Shay Herchcovici dated October 12, 2014 (incorporated by reference to Exhibit 10.9 from our Registration Statement on Form F-1 filed on February 6, 2015).
4.8	Investment Agreement with Zhongguancun Translational Medicine Science & Technology Co., Ltd., Chongqing Liangjiang Yuanchuang Translational Medicine Science & Technology Co., Ltd., Beijing BASIBA Biomedical Engineering Science & Technology Development Co., Ltd.,   and Beijing Jishi Daze Biological Science & Technology Center, dated February 17, 2017, (incorporated by reference to Exhibit 4.7 from our Annual Report on Form 20-F filed on April 28, 2017).
4.9	Amendment to Investment Agreement with Zhongguancun Translational Medicine Science & Technology Co., Ltd., Chongqing Liangjiang Yuanchuang Translational Medicine Science & Technology Co., Ltd., Beijing BASIBA Biomedical Engineering Science & Technology Development Co., Ltd., and Beijing Jishi Daze Biological Science & Technology Center, dated February 17, 2017 (incorporated by reference to Exhibit 4.8 from our Annual Report on Form 20-F filed on April 28, 2017).
4.10	Agreement with Bruckner Trockentechnik GmbH & Co., dated January 12, 2018, (previously filed).
12.1	Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002 (previously filed).
12.2	Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002 (previously filed).
13.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 (previously filed).
101. INS	XBRL Instance Document
101. SCH	XBRL Taxonomy Extension Schema Linkbase Document

101. CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF	XBRL Taxonomy Extension Definition Linkbase Document
101. LAB	XBRL Taxonomy Extension Label Linkbase Document
101. PRE	XBRL Taxonomy Extension Presentation Linkbase Document