UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
___________________
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
Commission file number 0-54862
E-QURE
CORP.
(Exact Name Of Registrant
As Specified In Its Charter)
Delaware | 47-1691054 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
20 West 64th Street, Suite 39G, New York, NY | 10023 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: +(972) 54 427777
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes
x
No
¨
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 6, 2015, the Registrant had 22,012,562 shares of common stock outstanding.
Item
|
Description
|
Page
|
|||
---|---|---|---|---|---|
PART I - FINANCIAL INFORMATION |
|||||
ITEM 1. | FINANCIAL STATEMENTS - UNAUDITED. | 3 | |||
Balance Sheets | 4 | ||||
Statements of Operations | 5 | ||||
Statements of Cash Flows | 6 | ||||
Notes to Unaudited Interim Financial Statements | 7 | ||||
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. | 18 | |||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 21 | |||
ITEM 4. | CONTROLS AND PROCEDURES. | 21 | |||
PART II - OTHER INFORMATION |
|||||
ITEM 1. | LEGAL PROCEEDINGS. | 22 | |||
ITEM 1A. | RISK FACTORS. | 22 | |||
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 22 | |||
ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 22 | |||
ITEM 4. | MINE SAFETY DISCLOSURE. | 22 | |||
ITEM 5. | OTHER INFORMATION. | 22 | |||
ITEM 6. | EXHIBITS. | 22 |
PART I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
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, 2015
June 30, 2014 (Restated)
June 30, 2015
June 30, 2014 (Restated)
Revenues
-
-
$
-
$
-
34,222
-
107,463
-
195,840
39,499
405,120
63,253
-
(23,709,343)
-
(23,709,343)
-
(13,939)
-
(13,939)
$
(0.01)
$
(8.51)
$
(0.02)
$
(8.72)
22,012,562
2,801,160
22,012,562
2,740,523
Cash
flows from operating activities:
$
(405,120)
$
(23,889,111)
(3,500)
31,179
(408,620)
(57,523)
170,000
2,095,000
(238,620)
2,037,477
1,376,836
76,535
$
1,138,216
$
2,114,012
E-QURE CORP.
1. The Company and Significant Accounting Policies
Organizational Background:
E-Qure Corp. f/k/a ADB
International Group, Inc., ("EQURE" or the "Company") is a Delaware
corporation with offices in Israel. E-QURE CORP. ("EQURE") owns IP of innovate technology of wound healing device (BST).
Basis of Presentation:
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The
Company has not established any source of revenue to cover its operating
costs, and as such, has incurred an operating loss since inception.
Significant Accounting Policies
Use of Estimates
:
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statement and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ
from the estimates.
Cash and Cash Equivalents
:
For financial statement presentation purposes,
the Company considers those short-term, highly liquid investments with original maturities
of three months or less to be cash or cash equivalents. There were no cash equivalents as
of June 30, 2015 and December 31, 2014.
Property and Equipment
: New property and equipment are recorded at cost.
Property and equipment included in the bankruptcy proceedings and transferred to the
Trustee had been valued at liquidation value. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally 5 years.
Expenditures for renewals and betterments are capitalized. Expenditures for minor items,
repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or
retirement due to obsolescence is reflected in the operating results in the period the
event takes place.
Valuation of Long-Lived Assets
:
We review the recoverability of our
long-lived assets including equipment, goodwill and other intangible assets, when events
or changes in circumstances occur that indicate that the carrying value of the asset may
not be recoverable. The assessment of possible impairment is based on our ability to
recover the carrying value of the asset from the expected future pre-tax cash flows
(undiscounted and without interest charges) of the related operations. If these cash flows
are less than the carrying value of such asset, an impairment loss is recognized for the
difference between estimated fair value and carrying value. Our primary measure of fair
value is based on discounted cash flows. The measurement of impairment requires management
to make estimates of these cash flows related to long-lived assets, as well as other fair
value determinations.
Stock Based Compensation:
Stock-based awards are accounted for using the
fair value method in accordance with ASC 718,
Share-Based Payments
. Our
primary type of share-based compensation consists of stock options. We use the
Black-Scholes option pricing model in valuing options. The inputs for the valuation
analysis of the options include the market value of the Companys common stock, the
estimated volatility of the Companys common stock, the exercise price of the
warrants and the risk free interest rate.
Accounting For Obligations And Instruments Potentially To Be Settled In The
Companys Own Stock
: We account for obligations and instruments potentially
to be settled in the Companys stock in accordance with FASB ASC 815,
Accounting
for Derivative Financial Instruments.
This issue addresses the initial balance
sheet classification and measurement of contracts that are indexed to, and potentially
settled in, the Companys own stock.
Fair Value of Financial Instruments
:
FASB ASC 825, Financial
Instruments, requires entities to disclose the fair value of financial instruments,
both assets and liabilities recognized and not recognized on the balance sheet, for which
it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. At June 30, 2015 and December 31, 2014, the
carrying value of certain financial instruments (cash and cash equivalents, accounts
payable and accrued expenses.) approximates fair value due to the short-term nature of the
instruments or interest rates, which are comparable with current rates.
Fair Value Measurements
:
The Company measures fair value under a framework
that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level 1 measurements) and
the lowest priority to unobservable inputs (level 3 measurements). The three levels of
inputs which prioritize the inputs used in measuring fair value are:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the
measurement date for assets or liabilities. The fair value hierarchy gives the highest
priority to Level 1 inputs.
Level 2: Other inputs that are observable, directly or indirectly, such as quoted
prices for similar assets and liabilities or market corroborated inputs.
Level 3: Unobservable inputs are used when little or no market data is available, which
requires the Company to develop its own assumptions about how market participants would
value the assets or liabilities. The fair value hierarchy gives the lowest priority to
Level 3 inputs.
In determining fair value, the Company utilizes valuation techniques in its assessment
that maximize the use of observable inputs and minimize the use of unobservable inputs.
The following table presents the Companys financial assets and liabilities that are
carried at fair value, classified according to the three categories described above:
When the Company changes its valuation inputs for measuring financial
assets and liabilities at fair value, either due to changes in current market conditions
or other factors, it may need to transfer those assets or liabilities to another level in
the hierarchy based on the new inputs used. The Company recognizes these transfers at the
end of the reporting period that the transfers occur. For the periods ended June
30, 2015 and December 31, 2014, there were no significant transfers of financial assets or
financial liabilities between the hierarchy levels.
Earnings per Common Share
:
We compute net income (loss) per
share in accordance with ASC 260,
Earning per Share
. ASC 260 requires
presentation of both basic and diluted earnings per share (EPS) on the face of the income
statement. Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing Diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased
from the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive.
Income Taxes:
We have adopted ASC 740,
Accounting
for Income Taxes.
Pursuant to ASC 740, we are required to compute tax asset
benefits for net operating losses carried forward. The potential benefits of net operating
losses have not been recognized in these financial statements because the Company cannot
be assured it is more likely than not it will utilize the net operating losses carried
forward in future years.
We must make certain estimates and judgments in determining income tax
expense for financial statement purposes. These estimates and judgments occur in the
calculation of certain tax assets and liabilities, which arise from differences in the
timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred tax assets and liabilities are determined based on the
differences between financial reporting and the tax basis of assets and liabilities using
the tax rates and laws in effect when the differences are expected to reverse. ASC 740
provides for the recognition of deferred tax assets if realization of such assets is more
likely than not to occur. Realization of our net deferred tax assets is dependent upon our
generating sufficient taxable income in future years in appropriate tax jurisdictions to
realize benefit from the reversal of temporary differences and from net operating loss, or
NOL, carryforwards. We have determined it more likely than not that these timing
differences will not materialize and have provided a valuation allowance against
substantially all of our net deferred tax asset. Management will continue to evaluate the
realizability of the deferred tax asset and its related valuation allowance. If our
assessment of the deferred tax assets or the corresponding valuation allowance were to
change, we would record the related adjustment to income during the period in which we
make the determination. Our tax rate may also vary based on our results and the mix of
income or loss in domestic and foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing
with uncertainties in the application of complex tax regulations. We recognize liabilities
for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our
estimate of whether, and to the extent to which, additional taxes will be due. If we
ultimately determine that payment of these amounts is unnecessary, we will reverse the
liability and recognize a tax benefit during the period in which we determine that the
liability is no longer necessary. We will record an additional charge in our provision for
taxes in the period in which we determine that the recorded tax liability is less than we
expect the ultimate assessment to be.
ASC 740 which requires recognition of estimated income taxes payable or
refundable on income tax returns for the current year and for the estimated future tax
effect attributable to temporary differences and carry-forwards. Measurement of deferred
income tax is based on enacted tax laws including tax rates, with the measurement of
deferred income tax assets being reduced by available tax benefits not expected to be
realized.
Uncertain Tax Positions
The Financial Accounting Standards Board issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an interpretation of FASB
Statement No. 109, Accounting for Income Taxes (FIN No. 48) which was
effective for the Company on January 1, 2007. FIN No. 48 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax return
should be recorded in the financial statements. Under FIN No. 48, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely
than not that the tax position will be sustained on examination by the taxing authorities
based on the technical merits of the position. The tax benefits recognized in
the financial statements from such position should be measured based on the largest
benefit that has a greater than fifty percent likelihood of being realized upon ultimate
settlement. FIN No. 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods and disclosure requirements.
Our federal and state income tax returns are open for fiscal years
ending on or after December 31, 2008. We are not under examination by any jurisdiction for
any tax year. At June 30, 2015, we had no material unrecognized tax benefits and
no adjustments to liabilities or operations were required under FIN 48.
Recent Accounting Pronouncements
On November 2014, The Financial Accounting Standards Board (FASB) issued
Accounting Standard Update 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 Financial Accounting Standards Board (FASB) issued
Accounting Standard Update 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 Financial Accounting Standards Board (FASB) issued
Accounting Standard Update 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 Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 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 early adoption of ASU 2014-10 removed the development
stage entity financial reporting requirements from the Company.
In June 2014, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (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.
In the opinion of management, the information furnished in these interim
financial statements reflects all adjustments necessary for a fair statement of the
financial position and results of operations and cash flows as of and for the three-month
periods ended June 30, 2015 and 2014. All such adjustments are of a normal recurring
nature. The Financial Statements do not include some information and notes necessary to
conform to annual reporting requirements.
2. Stockholders' Equity
Common Stock:
We are currently authorized to issue up to 500,000,000
shares of $0.00001 par value common stock. All issued shares of common stock
are entitled to vote one vote per share basis. On May 12, 2014 the Board
approved a 1 for 100 reverse split of the common stock. In conjunction with
the reverse split the Company redomiclied from New Jersey to Delaware.
Recent Issuances of Common Stock During
Period ended June 30, 2015:
During the three months ended March 31, 2015, we
received $70,000 on stock receivable.
During the three months ended June 30, 2015, we received $100,000 in stock
receivable.
Recent Issuances of Common Stock in 2014:
Effective October 15, 2014,we
issued 875,000 restricted share of common stock in connection with the Asset Purchase Agreement with Michael Cohen. We purchased all of Mr. Cohan's assets (the "Seller's Assets")
related to our BST Device valued at $350,000. The Seller's Assets settled a subscription receivable under a previous subscription
agreement for the same number of shares.
During the period ended June 30, 2014, we received proceeds of $2,095,000
and recorded $500,000 in subscription receivable from the sale of shares of
common stock to approximately 40 investors at a subscription price of $0.40
per share, which resulted in the issuance of 6,437,500 shares on a
post-reverse basis, following the implementation of a 1:100 reverse split.
The shares, all of which were restricted, were issued as part of a Private
Placement of 10,000,000 shares. The corporate action involving the1:100
reverse split also involved the Company's redomicile from New Jersey to
Delaware, both of which became effective in August 2014. In addition,
253,080 shares previously issued to former related parties were returned and
cancelled.
We were obligated to issue 5,015,062 shares of our common stock, valued
at $9,196,023, in connection with the debt settlement with the note holders
and their subsequent conversion of $113,501 in principal amount of notes
plus accrued interest of $25,672. The terms of the settlement agreements
with the note holders in connection with their conversion included: (i) the
note holders agreement to pay the Company an additional $20,000, which sum
is carried in the equity section as a subscription receivable until paid;
and (ii) their agreement to return some pre-split shares. In connection with
the debt settlement with the note holders, more shares were issued upon
conversion than provided for under the terms of the notes and the number of
shares issued were not adjusted for the 1 for 100 reverse split. As a
result, a $9,036,850 loss was recognized.
We were also obligated to issue 7,391,600 shares of our common stock in
connection with the conversion of $71,545 in principal amount of a note due
to a related party plus accrued interest of $2,142. The number of shares
issued in connection with this conversion was also not adjusted for the 1
for 100 reverse split and, as a result, a $14,672,493 loss was recognized.
The above-referenced conversions at terms not consistent with the terms
of the notes and without adjustment for the 1 for 100 reverse split resulted
in the recognition of $23,709,343 in loss on settlement of debt expenses.
On September 23, 2014, we issued 65,000 shares
of common stock for services provided valued at $1,202 using the closing
price of our common stock on the date of the grant.
Preferred Stock:
We are currently authorized to issue up to 25,000,000 shares
of $0.00001 par
value preferred stock. Effective December 31, 2007 the board of directors
approved the cancellation of all previously issued preferred shares and
approved the cancellation and extinguishment of all common and preferred
share conversion rights of any kind, including without limitation, warrants,
options, convertible debt instruments and convertible preferred stock of
every series and accompanying conversion rights of any kind.
There are no preferred shares outstanding as of June 30, 2015 and December 31,
2014.
Stock Options: On April 26, 2015, the Company authorized the
adoption of the 2015 Employee Incentive Plan, a copy of which is attached
hereto as exhibit 10.18.
3. Related Party Transactions Not Disclosed Elsewhere
During the second quarter of 2014, Mr. Weissberg transferred and assigned
$62,383, including accrued interest, of the principal amount of his $71,545
convertible note to several unaffiliated, third-party, accredited investors,
retaining $11,536.
All of these notes, in addition to a total of $57,373
evidenced by 11 other convertible notes held by non-affiliates, were
converted by the holders, including Mr. Weissberg, the only affiliate, prior
to June 30, 2014. The Company recognized a loss of $23.7 million because the
conversion prices of $0.35 and $1.00 per share, respectively, were at a
discount from the market price of the shares on the dates of the original
issuances of the convertible notes and the fact that the conversion prices
were not adjusted for the 1:100 reverse split.
4. Convertible Notes
Reporting Period-2014:
During the period ended June 30, 2014, we received proceeds of $2,095,000
and recorded $500,000 in subscription receivable from the sale of shares of
common stock to approximately 40 investors at a subscription price of $0.40
per share, which resulted in the issuance of 6,437,500 shares on a
post-reverse basis, following the implementation of a 1:100 reverse split.
The shares, all of which were restricted, were issued as part of a Private
Placement of 10,000,000 shares. The corporate action involving the1:100
reverse split also involved the Company's redomicile from New Jersey to
Delaware, both of which became effective in August 2014. In addition,
253,080 shares previously issued to former related parties were returned and
cancelled.
We were obligated to issue 5,015,062 shares of our common stock, valued
at $9,196,023, in connection with the debt settlement with the note holders
and their subsequent conversion of $113,501 in principal amount of notes
plus accrued interest of $25,672. The terms of the settlement agreements
with the note holders in connection with their conversion included: (i) the
note holders agreement to pay the Company an additional $20,000, which sum
is carried in the equity section as a subscription receivable until paid;
and (ii) their agreement to return some pre-split shares. In connection with
the debt settlement with the note holders, more shares were issued upon
conversion than provided for under the terms of the notes and the number of
shares issued were not adjusted for the 1 for 100 reverse split. As a
result, a $9,036,850 loss was recognized.
We were also obligated to issue 7,391,600 shares of our common stock in
connection with the conversion of $71,545 in principal amount of a note due
to a related party plus accrued interest of $2,142. The number of shares
issued in connection with this conversion was also not adjusted for the 1
for 100 reverse split and, as a result, a $14,672,493 loss was recognized.
The above-referenced conversions at terms not consistent with the terms
of the notes and without adjustment for the 1 for 100 reverse split resulted
in the recognition of $23,709,343 in loss on settlement of debt expenses.
At June 30, 2014, all notes had been converted
into 12,407,662 shares of common stock.
5. Impairment of Assets
On September 29, 2014, the Company, through its
wholly-owned Israeli subsidiary, ESQURE, entered into an Asset Purchase
Agreement with Michael Cohen, as seller and the control shareholder of
Lifewave Ltd., a company organized under the laws of the State of Israel a
resident of the State of Israel, as Seller. Pursuant to the terms of the
Asset Purchase Agreement, in consideration for the agreement to pay the
Seller $350,000, the Company purchased all of remaining assets related to
the Company's own patented Bioelectrical Signal Therapy Device, which patent
was acquired by the Company in June 2014 pursuant to a Patent Purchase
Agreement.
In May 2014, unrelated to the Patent Purchase
Agreement and the subsequent Asset Purchase Agreement, Mr. Cohen subscribed
for the purchase of 875,000 restricted shares of the Company's common stock
at a price of $0.40 per share, which subscription was part of the Company's
offering pursuant to Regulation S of a total of 6,500,000 shares at the same
offering price per share. Mr. Cohen's subscription purchase price was
recorded as a subscription receivable. The Company and Mr. Cohen agreed to
settle the $350,000 subscription receivable due for the purchase of the
875,000 shares by the transfer and assignment of the remaining BST related
asset under the Asset Purchase Agreement dated September 29, 2014. The
settlement of the subscription receivable in the amount of $350,000 resulted
in the recognition of a loss of $99,877 and impairment charges of $250,123
because the Asset was impaired due to questionable future revenue. The
Company does not expect any revenue until after the FDA approval process,
which will not occur until the third quarter of 2016 at the earliest and it
is possible the Company does not receive approval.
6. Going Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The
Company has not established any source of revenue to cover its operating
costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial
doubt about the Company's ability to continue as a going concern. The
accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from
the possible inability of the Company to continue as a going concern.
7. Restatement of Financial Statements
The unaudited financial statements for the period ended June 30, 2014,
filed with the SEC on August 19, 2014 have been restated as a result of
management's determination that the Company's accounting treatment
pertaining the loss on debt settlement should be recorded in the balance
sheet as of June 30, 2014.
The effect of the restatement on our previously issued interim financial
statements as of June 30, 2014 is as follows:
The effect of the restatement on our previously issued balance sheet as of June 30,
2014 is as follows:
Restated
Balance Sheets
As Reported
Adjustments
Restated
$
2,114,012
$
-
$
2,114,012
$
24,733
$
-
$
24,733
-
-
-
2,592
-
2,592
3,541,305
-
3,541,305
23,837,203
2,700,000
26,537,203
(520,000)
-
(520,000)
(2,290,748)
-
(2,290,748)
(22,481,073)
(2,700,000)
(25,181,073)
2,089,279
-
2,089,279
$
2,114,012
$
-
$
2,114,012
The effect of the restatement on our previously issued income statements for the three
months ended June 30, 2014 is as follows:
Restated
Income Statement
As Reported
Adjustments
Restated
$
-
$
-
$
-
39,499
-
39,499
39,499
-
39,499
(39,499)
-
(39,499)
(5,787)
-
(5,787)
(61,514)
-
(61,514)
(21,009,343)
(2,700,000)
(23,709,343)
(21,076,644)
(2,700,000)
(23,776,644)
(21,116,143)
(2,700,000)
(23,816,143)
(21,116,143)
(2,700,000)
(23,816,143)
(13,939)
-
(13,939)
$
(21,130,082)
$
(2,700,000)
$
(23,830,082)
$
(7.54)
$
(0.97)
$
(8.51)
2,801,160
-
2,801,160
The effect of the restatement on our previously issued income statements for the six
months ended June 30, 2014 is as follows:
Restated
Income Statement
As Reported
Adjustments
Restated
$
-
$
-
$
-
63,253
-
63,253
63,253
-
63,253
(63,253)
-
(63,253)
(11,510)
-
(11,510)
(91,066)
-
(91,066)
(21,009,343)
(2,700,000)
(23,709,343)
(21,111,919)
(2,700,000)
(23,811,919)
(21,175,172)
(2,700,000)
(23,875,172)
(21,175,172)
(2,700,000)
(23,875,172)
(13,939)
-
(13,939)
$
(21,189,111)
$
(2,700,000)
$
(23,889,111)
$
(7.73)
$
(0.99)
$
(8.72)
2,740,523
-
2,740,523
The effect of the restatement on our previously issued income statements for the
cumulative period ended June 30, 2014 is as follows:
Restated
Income Statement
As Reported
Adjustments
Restated
$
-
$
-
$
-
1,237,520
-
1,237,520
1,237,520
-
1,237,520
(1,237,520)
-
(1,237,520)
(58,694)
-
(58,694)
(161,577)
-
(161,577)
(21,009,343)
(2,700,000)
(23,709,343)
(21,229,614)
(2,700,000)
(23,929,614)
(22,467,134)
(2,700,000)
(25,167,134)
(22,467,134)
(2,700,000)
(25,167,134)
(13,939)
-
(13,939)
$
(22,481,073)
$
(2,700,000)
$
(25,181,073)
The effect of the restatement on our previously issued cash flow statements for the six
months ended June 30, 2014 is as follows:
Restated
Cash Flow Statements
As Reported
Adjustments
Restated
$
(21,189,111)
$
(2,700,000)
$
(23,889,111)
-
-
-
-
-
-
21,009,343
(2,700,000)
23,709,343
91,066
-
91,066
-
-
31,179
-
31,179
(57,523)
-
(57,523)
2,095,000
-
2,095,000
-
-
-
-
-
-
2,095,000
-
2,095,000
2,037,477
-
2,037,477
76,535
-
76,535
$
2,114,012
$
-
$
2,114,012
$
212,860
$
-
$
212,860
$
-
$
-
$
-
$
-
$
-
$
-
$
253
$
-
$
253
$
500,000
$
-
$
500,000
The effect of the restatement on our previously issued cash flow statements for the
cumulative period ended June 30, 2014 is as follows:
Restated
Cash Flow Statements
As Reported
Adjustments
Restated
$
(22,481,073)
$
(2,700,000)
$
(25,181,073)
36,000
-
36,000
1,000,000
-
1,000,000
21,009,343
(2,700,000)
23,709,343
161,577
-
161,577
-
-
-
88,119
-
88,119
(186,034)
-
(186,034)
2,115,000
-
2,115,000
74,851
-
74,851
110,195
-
110,195
2,300,046
-
2,300,046
2,114,012
-
2,114,012
-
-
-
$
2,114,012
$
-
$
2,114,012
$
358,892
$
-
$
358,892
$
161,577
$
-
$
161,577
$
6,847
$
-
$
6,847
$
253
$
-
$
253
$
500,000
$
-
$
500,000
8. Subsequent Events
There were no subsequent events following the period ended
June 30,
2015 through the date the financial statements were issued.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION
Back to Table of Contents
e following plan of operation provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read
along with our financial statements and notes thereto. This section includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance. Forward-looking statements are often
identified by words like believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from our
predictions.
Plan of Operations
In January 2014, Mr. Weissberg negotiated with Lifewave Ltd., a public
company organized under the laws of the State of Israel, for the purpose of acquiring
certain of Lifewave's IP assets pertaining to a wound healing device. The Registrant
signed a patent purchase agreement with Lifewave on January 6, 2014 (the
"Agreement"), the closing of which was subject to several material conditions,
including our ability of raising equity capital sufficient to develop and commercially
exploit the technology.
On June 4, 2014, we completed the purchase of all right, title and
interest to certain IP assets, including rights to a wound treatment device. The IP
assets, including the wound healing device, acquired by the Registrant are designed for
wound treatment incorporating Bioelectrical Signal Therapy ("BST Device").
The BST Device implements patented and proprietary electrical stimulation
technologies to treat hard-to-cure wounds and ulcers up to complete closure and/or cure.
Pursuant to the Agreement, the Registrant has agreed to pay Lifewave a
royalty of from 10% to 20% of the profits (as defined in the Agreement) generated from the
BST Device.
In June 2014, the Registrant entered into an agreement with the Austen
BioInnovation Institute in Akron ("ABIA" or the "Institute"), for the
purpose of bringing our BST Device to the U.S. market.
The Company's management selected ABIA's Product Innovation and
Commercialization Division, which has significant expertise in wound healing, clinical
trial development, and regulatory operations, to spearhead its pre-market clinical trial
program, which is necessary to apply for regulatory approval from the United States Food
and Drug Administration ("FDA") to distribute the BST Device in the United
States. As part of the Institute's fully integrated regulatory and device development
service Offerings, ABIA will prepare on behalf of the Company an application to obtain FDA
approval. The initial trial will include 70 patients in a double-arm, randomized,
multi-center study to assess the safety and efficacy of the BST Device in patients
with Stage II and III pressure and venous stasis ulcers; and submit data to the FDA to
obtain approval.
The Companys success is dependent upon the successful FDA
clinical trial of its BST Device. The Device may need additional development and may
never achieve safety or efficacy. The Company believes that its design and procedure show
promise, but the path to commercial success, even if development milestones are met, may
take more time and might be more costly.
There are a number of potential obstacles the Company might face,
including the following:
During the year ended December 31, 2014, the Registrant
raised $2,225 million in equity capital to fund its plans to obtain FDA approval, developing
marketing and sales capacities and actively engage in the medical device industry,
generally, and in wound treatment, specifically.
Effective October 15, 2014, through our
wholly-owned Israeli subsidiary, ESQURE,
we entered into an Asset Purchase Agreement with Michael Cohen. We purchased all of Mr. Cohan's assets (the "Seller's Assets")
related to our BST Device for 875,000 restricted shares of common stock valued at $350,000.
The Seller's Assets settled a subscription receivable under a previous subscription
agreement for the same number of shares.
Milestones, Anticipated Timeframe and Funds for
Obtaining Regulatory FDA Approval
We believe to have sufficient funds available to complete to clinical trial
study and FDA approval for our BST Device.
Results of Operations during the three months ended
June 30, 2015 as compared to
the three months ended June 30, 2014
We have not generated any revenues during the
three months ended June 30, 2015 and 2014. We had operating expenses
mainly related
to general and administrative expenses and research and development expenses.
During the
three month ended June 30, 2015, we incurred $195,840 in net losses due
to general and administrative expenses of $161,618 and research and
development expenses of $34,222 as compared to a net loss of
$23,830,082 in the same period in the prior year, which was due to
general and administrative expenses of $39,499
and total other expenses of $23,776,644 consisting of interest expense of
$5,787, $61,514 in amortization in debt discount expenses, $23,709,343 in loss on
settlement of debt expenses and taxes of $13,939.
Our general and administrative expenses increased by $122,119 during the
three months ended
June 30, 2015 as compared to the prior year mainly due to
expenses related to professional fees and obtaining FDA approval for our BST advice.
During the three months ended June 30, 2014, we
incurred no interest
expenses as compared to $5,787 in the same period in the prior year.
Amortization of debt discount decreased to zero or by $61,514 as compared to the same period
in the prior year. The non-cash charge of $23,709,343 related to a loss on debt settlement
during the three months ended June 30, 2014 was a
one time, non-recurring expense.
Results of Operations during the six months ended June 30, 2015 as
compared to the six months ended June 30, 2014
We have not generated any revenues during the
six months ended June 30, 2015 and 2014.
We had operating expenses mainly
related to general and administrative expenses and research and development
expenses.
During the six-month period ended June 30, 2015, we incurred a net loss of $405,120 due to general and
administrative expenses of $297,657 and research and development expenses of
$107,463 as compared to
$23,889,111 in net losses due to general and
administrative expenses of $63,253 and total other expenses of $23,811,919
consisting of interest expense of $11,510, $91,066 in amortization in debt
discount expense, $23,709,343 in losses on settlement of debt expenses and taxes of
$13,939 in the same period in the prior year.
Our general and administrative expenses increased by $234,404 or 371% during the
six-month period
ended June 30, 2015 as compared to the same period in the prior year mainly due
increased professional fees
and expenses
related to obtaining FDA approval for our BST advice
. During the six-months ended June 30, 2015, our interest
expenses decreased to zero or by $11,510 as compared to the same period in the prior year.
Amortization of debt discount decrease to zero or by $91,066 as compared to the same period
in the prior year.
The non-cash charge of $21,709,343 related to a loss on debt
settlement during the six months ended June 30, 2014 was a
one time, non-recurring expense.
Liquidity, Capital Resources and Strategy
On June 30, 2015, we had total assets of $1,138,216 consisting of
cash in the same amount as compared to a cash balance of $1,376,836 at December 31, 2014.
We had total current liabilities of $1,564 as of June 30, 2015 consisting of
accounts payable in the same amount. We had total current liabilities of $5,064
as of December 31, 2014. We had no
long-term liabilities as of June 30, 2015 and December 31, 2014.
We used $408,620 in our operating activities during the
six months ended June 30, 2015, which was due to a
net loss of $405,120 and a decrease in accounts
payable of $3,500. We financed our negative cash flow from operations
during the six months ended June 30, 2015 through proceeds of $170,000 from the
collection of stock receivable and cash on hand.
We used $57,523 in our operating activities during the six months ended June
30, 2014, which was due to a net loss of $23,889,111 offset by by a non-cash
charge related to a loss on settlement of debt of $23,709,343, amortization of
debt discount of $91,066 and an increase in accounts payable of $31,179.
We financed our negative cash flow during the six months ended June 30, 2014
through proceeds from the issuance of stock of $2,095,000.
We had no investing activities during
the six months ended June 30, 2015 and 2014.
Our financial
statements for the years 2014 and 2013 had an auditor's going
concern opinion.
This means that there is substantial
doubt that we can continue as an on-going business for the next twelve
months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any
revenues and no revenues are anticipated.
The Company has no revenues from
operations.
During the six months
ended June 30, 2015 and d
uring the year ended December 31, 2014, the Company significantly
improved the uncertainty related to our ability to continue as a going
concern by successfully raising $2,295,000 through the issuance of common
stock. As of June 30, 2015, the Company had $1,138,216 cash on hand. We had positive working capital
of $1,136,652.
Our operating expenses consist
principally of professional fees related to being a public reporting company
including audit fees and securities compliance fees in addition to the
payments we have made in connection with our ABIA Agreement related to
clinical trials necessary to obtain FDA approval for our BST Device of
approximately $400,000 during 2015. Our professional fees are expected to be
approximately $100,000 during the year 2015 and payments related to
our ABIA Agreement will be approximately $400,000 during 2015.
We believe that our current cash
on hand of $1,138,216 as of June 30, 2015, will be sufficient to meet our operating
requirements throughout the year 2015. If we are unable to
manage our working capital requirements with funding received from our most
recent equity capital raise, we may require additional financing at
satisfactory terms and conditions, of which there can be no assurance, in
order to satisfy its ongoing capital requirements for the next 12 months in
order to execute our plan of operation as presently constituted.
We
do not expect to generate cash flow from operations unless we receive FDA approval
for our BST Device in a timely manner.
Our management
believes that our operations will generate initial revenues from the sale of our BST
Device in the US beginning of 2017. We expect that FDA approval for our BST
Device will improve our ability to generate revenues from sales in other
geographic areas. Our future ability to meet our cash needs through
future cash flows from operations will depend on the demand for our BST
Device, as well as general economic, financial, competitive and other
factors, many of which are beyond our control.
If and when we receive FDA
approval of our BST Device, of which there can be no assurance, our business
might not generate sufficient future cash flow in an amount sufficient to
enable us to fund our liquidity needs, including working capital, capital
expenditures, investments and other general corporate requirements.
We have no commitments or
arrangements, formal or otherwise, from any person or entity to provide us
with any additional capital. Consequently, the Company cannot predict
whether additional financing will be available, if and when needed, whether
in the form of equity or debt, at terms and conditions that we deem
satisfactory, on a timely basis, if at all. In any of these events, the
Company may be unable to implement its present plan of operation and any of
these events could have a material adverse effect on our business,
prospects, financial condition and results of operations.
Our
potential financing transactions may include the issuance of equity and/or
debt securities including convertible debt, obtaining credit facilities, or
other financing mechanisms. In the event that we seek to raise funds through
additional private placements of equity or convertible debt, the trading
price of our common stock could be adversely effected. Further, any adverse
conditions in the financial markets could make it more difficult to obtain
future financing through the issuance of equity or debt securities when and
if needed. Even if we are able to raise a sufficient amount of funds that
may be required, it is possible that we could incur unexpected costs and
expenses or experience unexpected cash requirements that would force us to
seek additional and/or alternative financing. Further, if we issue
additional equity or debt securities, stockholders may experience additional
dilution or the new equity securities may have rights, preferences or
privileges senior to those of existing holders of our common stock. If
additional financing is not available or is not available on acceptable
terms, we may have to curtail our plan of operations.
We are not
aware of any material trend, event or capital commitment, which would or
could potentially adversely affect our liquidity. The Company currently has
no arrangements with any persons or entities with regard to our existing
debt, however limited. We do not have any arrangements with potential
investors or lenders to provide us with any additional financing and there
can be no assurance that any such additional financing will be available
when required in order to proceed with the business plan.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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, 2015, the Company's chief executive officer and chief financial officer
conducted an evaluation regarding the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.
Based upon the evaluation of these controls and procedures, our chief executive officer
and chief financial officer concluded that our disclosure controls and procedures were not
effective as of the end of the period covered by this report.
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.
E-QURE CORP.
f/k/a
ADB International Group, Inc.
Balance Sheets
At
June 30, 2015 and December 31, 2014
Back to
Table of Contents
June 30,
2015
(Unaudited)
December 31,
2014
ASSETS
Current assets:
Cash
$
1,138,216
$
1,376,836
Total current assets
1,138,216
1,376,836
Total Assets
$
1,138,216
$
1,376,836
LIABILITIES
AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade
$
1,564
$
5,064
Total current liabilities
1,564
5,064
Stockholders'
equity:
Preferred stock,
$0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding
-
-
Common stock,
$0.00001 par value; 500,000,000 shares authorized; and
22,012,562 issued and outstanding at June 30, 2015 and December 31, 2014
22,013
22,013
Additional paid in
capital
30,290,289
30,290,289
Common stock subscription receivable
(100,000)
(270,000)
Accumulated deficit
(29,075,650)
(28,670,530)
Total
stockholders' equity
1,136,652
1,371,772
Total liabilities and stockholders' equity
$
1,138,216
$
1,376,836
See Notes to
Unaudited Interim Financial Statements.
E-QURE CORP.
f/k/a
ADB International Group, Inc.
Statements of Operations
For
the Three and Six Month Periods Ended June 30, 2015 and 2014
(Unaudited)
Back to
Table of Contents
$
$
Expenses
General and
administrative
161,618
39,499
297,657
63,253
Research and
development
Total
(Loss) from
operations
(195,840)
(39,499)
(405,120)
(63,253)
Other income
(expense)
Interest expense
-
(5,787)
-
(11,510)
Amortization of debt discount
-
(61,514)
-
(91,066)
Loss on settlement of
debt
Total other
(expense)
-
(23,776,644)
-
(23,811,919)
Total cost and expenses
(195,840)
(23,816,143)
(405,120)
(23,875,172)
Loss
from continuing operations before income tax
(195,840)
(23,816,143)
(405,120)
(23,875,172)
Income tax
Net loss
$
(195,840)
$
(23,830,082)
$
(405,120)
$
(23,889,111)
Basic and
diluted per share amount:
Basic and diluted net
loss
Weighted average shares outstanding
(basic and diluted)
See Notes
to Unaudited Interim Financial Statements.
E-QURE CORP.
f/k/a
ADB International Group, Inc.
For the Six Months Ended June 30, 2015 and 2014
(Unaudited)
Back to
Table of Contents
For the
six
For the
six
months ended
months ended
June 30, 2015
June 30, 2014
Net loss
Adjustments to reconcile
net loss to cash used in operating activities:
Non-cash loss on settlement of debt
-
23,709,343
Amortization
of debt discount
-
91,066
Changes in assets and
liabilities:
Increase
(decrease) in accounts payable and accrued expenses
Cash used
in operating activities
Cash flow from
financing activities:
Proceeds
from issuance of common stock
170,000
2,095,000
Cash provided by
financing activities
Change in cash
Cash - beginning of
period
Cash - end of period
Supplemental cash flow
disclosure:
Non-cash transactions:
Debt
converted to common stock
$
-
$
212,860
Common stock cancelled
$
-
$
253
Subscription receivable
$
-
$
500,000
See Notes to
Unaudited Interim Financial Statements.
f/k/a
ADB International Group, Inc.
Notes to Unaudited Interim Financial Statements
June 30
, 2015
Back to
Table of Contents
Total Assets
Total current liabilities
Stockholders' equity
(deficit):
Preferred
stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding
Common
stock, $0.00001 par value; 500,000,000 shares authorized; and
2,592,400 and 2,845,480 issued and outstanding at June 30, 2014 and December 31, 2013,
respectively
Additional
paid in capital
Common
stock subscribed but not issued
Common
stock subscription receivable
Accumulated
deficit before re-entry to the development stage
Accumulated
deficit after re-entry to development stage
Total stockholders' equity (deficit)
Total Liabilities and Stockholders' Equity (Deficit)
Revenues
Expenses
General and administrative
Total
(Loss) from operations
Other income (expense)
Interest expense
Amortization of
debt discount
Loss on settlement
of debt
Total other (expense)
Total cost and
expenses
Loss from continuing operations
before income tax
Income tax
Net loss
Basic and diluted per share
amount:
Basic and diluted net loss
Weighted average shares
outstanding
(basic and
diluted)
Revenues
Expenses
General and administrative
Total
(Loss) from operations
Other income (expense)
Interest
expense
Amortization
of debt discount
Loss on settlement
of debt
Total other (expense)
Total cost and
expenses
Loss from continuing operations
before income tax
Income tax
Net loss
Basic and diluted per share
amount:
Basic and diluted net loss
Weighted average shares
outstanding
(basic and
diluted)
Revenues
Expenses
General and administrative
Total
(Loss) from operations
Other income (expense)
Interest expense
Amortization of
debt discount
Loss on settlement
of debt
Total other (expense)
Total cost and
expenses
Loss from continuing operations
before income tax
Income tax
Net loss
Cash flows from operating
activities:
Net loss
Adjustments to reconcile net
loss to cash used in operating activities:
Donated services
Shares issued for
services
Non-cash loss on
settlement of debt
Amortization of
debt discount
Changes in assets and
liabilities:
Increase
(decrease) in prepaid expenses
-
Increase
(decrease) in accounts payable and accrued expenses
Cash used in operating
activities
Cash flow from financing
activities:
Proceeds from
issuance of common stock
Proceeds from
issuance of convertible notes payable - related parties
Proceeds from
issuance of convertible notes payable
Cash provided by financing
activities
Change in cash
Cash - beginning of period
Cash - end of period
Supplemental cash flow
disclosure:
Non-cash transactions:
Debt converted to
common stock
Discount on
convertible debt
Forgiveness of
accrued salary by related party
Common stock
cancelled
Subscription
receivable
Cash flows from operating
activities:
Net loss
Adjustments to reconcile net
loss to cash used in operating activities:
Donated services
Shares issued for
services
Non-cash loss on
settlement of debt
Amortization of
debt discount
Changes in assets and
liabilities:
Increase
(decrease) in prepaid expenses
Increase
(decrease) in accounts payable and accrued expenses
Cash used in operating
activities
Cash flow from financing
activities:
Proceeds from
issuance of common stock
Proceeds from
issuance of convertible notes payable - related parties
Proceeds from
issuance of convertible notes payable
Cash provided by financing
activities
Change in cash
Cash - beginning of period
Cash - end of period
Supplemental cash flow
disclosure:
Non-cash transactions:
Debt converted to
common stock
Discount on
convertible debt
Forgiveness of
accrued salary by related party
Common stock
cancelled
Subscription
receivable
Competitors may develop alternatives that render
BST Device redundant or unnecessary.
We may not have a sufficient and sustainable
intellectual property position.
Our device may be shown to have harmful side
effects or other characteristics that indicate it is unlikely to be safe and effective.
Our device may not receive regulatory approval.
Even if our device receives regulatory approval, it
may not be accepted by patients, the medical community or third-party payers.
Milestone
Anticipated Timeframe for Milestone
Amounts and Sources of Funds for each Milestone
We entered into an agreement with the Austen BioInnovation Institute
in Akron ("ABIA" or the "Institute"), for the purpose of obtaining
regulatory FDA approval for our BST Device.
Completed and executed on June 6, 2014.
Pursuant to the terms of the ABIA agreement, we
paid $143,354 to ABIA. We working capital funds raised in equity
capital during the second quarter of 2014.
Preparation of initial trial, which includes 80 patients in a
double-arm Placebo controlled, randomized, multi-center study to assess the safety and
efficacy of the BST Device. Selection of clinical trial facilities.
Period from July to December 2014.
Since July 2014, the Company has been paying a monthly fee of
$55,000, which payments will total $330,000 for the period from July to December
2014. We use working capital funds raised through equity capital
during the second quarter of 2014.
Conducting clinical trial
Period from January 2015 to September 2015
Starting in January 2015, the Company pays ABIA a monthly fee of
$23,713 for a total of $213,416. We will use working
capital funds raised through equity capital during the second
quarter of 2014.
Submitting clinical trial results for FDA review and approval.
Third quarter of 2016
A
last payment of $30,000 to ABIA will be required upon submission of
the clinical trial study report to the FDA.
Post FDA submission
Third quarter of 2016
We
expect to incur approximately $120,000 in additional post-submission
costs related to general administrative expenses and professional
fees related to responses to FDA review inquiries.
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. However, from time
to time, we may become a party to certain legal proceedings in the ordinary course of
business.
ITEM
1A. RISK FACTORS
Back to Table of Contents
In addition to the other information set forth in this report, you
should carefully consider the factors discussed in Part I, Item 1. Description
of Business, subheading "Risk Factors in our Annual Report on Form 10-K
for the year ended December 31, 2014, which could materially affect our business,
financial condition or future results. The risks described in our Annual Report on
Form 10-K are not the only risks facing our company. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also
may materially adversely affect our business, financial condition and/or operating
results.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Back to Table of Contents
None.
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
Description of Exhibit
3.1
Delaware Certificate of
Incorporation, filed with the Company's S-1 on September 6, 2014.
3.1(a)
Original Articles of
Incorporation, attached to the Company's Form 10-12G as filed with the SEC on April 25,
2013.
3.1(b)
Amended to Certificate of
Incorporation reflecting name change, filed with the Company's S-1 on
September 6, 2014.
3.2
Bylaws, filed
with the Company's S-1 on September 6, 2014.
10.4
Consulting Agreement between
the Company and Mr. Tal Yoresh, attached to the Company's Form 10-12G/A as filed with the
SEC on November 20, 2013.
10.5
Consulting Agreement between
the Company and Mr. Itai Weisberg, attached to the Company's Form 10-12G/A as filed with
the SEC on November 20, 2013.
10.6
Securities Transfer Agreement
between the Company and Amir Uziel and Lavi Krasney, attached to the Company's Form
10-12G/A as filed with the SEC on April 25, 2013.
10.7
Patent Purchase Agreement
between the Company and Lifewave Ltd., dated January 6, 2014, attached to the Company's
Form 8-K as filed with the SEC on June 6, 2014.
10.8
Clinical Trials Agreement
between the Company and Austen BioInnovation Institute, dated June 5, 2014,
filed with the Company's S-1 on September 6, 2014.
10.9
List of Company's patents,
filed with the Company's S-1 on September 6, 2014.
10.10
Asset Purchase
Agreement between the Company and Michael Cohen, attached to the Company's
Form 8-K as filed with the SEC on October 10, 2014.
10.11
Service Agreement
between the Company and Ron Weissberg, Chairman, filed with the Company's
S-1/A on December 5, 2014.
10.12
Service Agreement
between the Company and Ohad Goren, CEO, filed with the Company's S-1/A on
December 5, 2014.
10.13
Service Agreement
between the Company and Gal Peleg, CFO, filed with the
Company's S-1/A on December 5, 2014.
10.14
Service Agreement
between the Company and Itsik Ben Yesha,
filed with the Company's S-1/A on
December 5, 2014.
10.15
Scientific
Advisory Agreement between the Company and Prof. Avi Ohry,
attached to the Company's Form 8-K as
filed with the SEC on June 10, 2015
10.16
Scientific
Advisory Agreement between the Company and Dr. Ben Zion Weiner,
attached to the Company's Form 8-K as
filed with the SEC on June 10, 2015
10.17
Distribution
Agreement between the Company and Chemipal Ltd, dated July 30, 2015,
attached to the Company's Form 8-K as
filed with the SEC on July 30, 2015.
10.18
2015 Employee
Incentive Plan, filed herewith.
31.1
Section 302 Certification of
the Sarbanes-Oxley Act of 2002 of Ohad Goren, filed herewith
31.2
Section 302 Certification of
the Sarbanes-Oxley Act of 2002 of Gal Pelg, filed herewith.
32.1
Section 302 Certification of
the Sarbanes-Oxley Act of 2002 of Ohad Goren, filed herewith
32.2
Section 302 Certification of
the Sarbanes-Oxley Act of 2002 of Gal Pelg, filed herewith.
SIGNATURES
In accordance
with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
In accordance
with the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
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.
E-Qure
Corp.
Date: August 6, 2015
By:
/s/
Ohad Goren
Name:
Ohad Goren
Title:
Chief Executive Officer
Date:
August 6, 2015
By:
/s/
Gal Peleg
Name:
Gal Peleg
Title: Principal Accounting and Financial Officer
E-Qure
Corp.
Date:
August 6, 2015
By:
/s/
Ron Weissberg
Name:
Ron Weissberg
Title: Chairman
E-Qure
Corp.
Date:
August 6, 2015
By:
/s/
Dr. Michael Sessler
Name:
Dr.
Michael Sessler
Title:
Director
E-QURE CORP.
2015 EMPLOYEE INCENTIVE PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, E-Qure Corp., a Delaware corporation (the "Company"), hereby establishes this plan of stock-based compensation for selected Eligible Participants of the Company. This Plan shall be known as the E-Qure Corp. 2015 Employee Incentive Plan (the "Plan").
1.2 Purpose. The purpose of this Plan is to promote the best interest of the Company, and its stockholders by providing a means of non-cash remuneration to selected Eligible Participants.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in this Plan:
2.1 "Affiliated Corporation" means any corporation that is either a parent corporation with respect to the Company or a subsidiary corporation with respect to the Company (within the meaning of Sections 424(e) and (f), respectively, of the Internal Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.
2.3 "Committee" means a committee designated by the Board of Directors to administer this Plan or, if no committee is so designated, the Board of Directors. Any Committee member who is also an Eligible Participant may receive an Option or Stock Award only if he abstains from voting in favor of a grant to himself, and the grant is determined and approved by the remaining Committee members. The Board of Directors, in its sole discretion, may at any time remove any member of the Committee and appoint another Director to fill any vacancy on the Committee.
2.4 "Common Stock" means the Company's $0.00001 par value common stock.
2.5 "Company" means E-Qure Corp., a Delaware corporation.
2.6 "Effective Date" means the effective date of this Plan, as set forth in Section 17 hereof.
2.7 "Eligible Participant" means any employee, director, officer, consultant, or advisor of the Company, or such other persons who provided bona fide services to the Company, each of whom is determined (in accordance with the provisions of Section 4 hereof) to be eligible to receive an Option or Stock Award hereunder.
2.8 "Option" means the grant to an Eligible Participant of a right to acquire shares of Common Stock.
2.9 "Plan" means this E-Qure Corp. 2015 Employee Incentive Plan dated effective January 1, 2015.
2.10 "Stock Award" means the grant to an Eligible Participant of shares of Common Stock issuable directly under this Plan rather than upon exercise of an Option.
Wherever appropriate, words used in this Plan in the singular may mean the plural, the plural may mean the singular, and the masculine may mean the feminine.
SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN
Upon adoption by the Company's Board of Directors, this Plan became effective as of January 1, 2015. In the absence of contrary action by the Board of Directors, and except for action taken by the Committee pursuant to Section 4 in connection with the determination of Eligible Participants, any action taken by the Committee or by the Board of Directors with respect to the implementation, interpretation or administration of this Plan shall be final, conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after the effective date of this Plan: (i) the Eligible Participants; (ii) the number of shares of Common Stock issuable directly or to be granted pursuant to an Option; (iii) the price per share at which each Option may be exercised, in cash or cancellation of fees for services for which the Company is liable, if applicable, or the value per share if a direct issue of stock pursuant to a Stock Award; and (iv) the terms on which each Option may be granted. Such determination, as may from time to time be amended or altered at the sole discretion of the Committee. Notwithstanding the provisions of Section 3 hereof, no such determination by the Committee shall be final, conclusive and binding upon the Company unless and until the Board of Directors has approved the same; provided, however, that if the Committee is composed of a majority of the persons then comprising the Board of Directors of the Company, such approval by the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and conditions under which an Option or Stock Award may be granted to an Eligible Participant shall be set forth in a written agreement (i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment Agreement) or, if an Option, a written Grant of Option. (The form shall be determined by the Committee, in its sole discretion, or may be determined by the Board of Directors)
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the Company either directly as Stock Awards or underlying Options granted under this Plan shall be five million (5,000,000 shares of Common Stock. The total number of shares of Common Stock reserved for such issuance may be increased only by a resolution adopted by the Board of Directors and amendment of this Plan. Such Common Stock may be authorized and unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee and approval by the Board of Directors (if necessary, pursuant to Section 4 hereof) of the Eligible Participants and the number of shares an Eligible Participant may be issued directly as a Stock Award or eligible to purchase pursuant to an Option, the Committee shall give written notice thereof to each Eligible Participant, which notice may be accompanied by the Grant of Option, if appropriate, to be executed by such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly as a Stock Award or the exercise price for each Option to purchase shares of Common Stock pursuant to paragraph 7.1 shall be as determined by the Committee, it being understood that the price so determined by the Committee may vary from one Eligible Participant to another. In computing the negotiated direct issue price as a Stock Award or the Option exercise price per share of Common Stock, the Committee shall take into consideration, among other factors, the restrictions set forth in Section 11 hereof.
SECTION 8. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the terms and conditions of each Option granted to Eligible Participants, which terms shall be set forth in writing. The terms and conditions so set by the Committee may vary from one Eligible Participant to another. In the event that all the Committee approves an Option permitting deferred payments, the Eligible Participant's obligation to pay for such Common Stock may be evidenced by a promissory note executed by such Eligible Participant and containing such modifications thereto and such other provisions as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION
The Company shall deliver to each Eligible Participant such number of shares of Common Stock as such Eligible Participant is entitled to receive pursuant to a Stock Award or elects to purchase upon exercise of the Option. Such shares, which shall be fully paid and non-assessable upon the issuance thereof (unless a portion or all of the purchase price shall be paid on a deferred basis) shall be represented by a certificate or certificates registered in the name of the Eligible Participant and stamped with an appropriate legend referring to the restrictions thereon, if any. Subject to the terms and provisions of the Delaware General Corporation Law and the written agreement to which he is a party, an Eligible Participant shall have all the rights of a stockholder with respect to such shares, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect thereto (except to the extent such Eligible Participant defaults under a promissory note, if any, evidencing the deferred purchase price for such shares), provided that such shares shall be subject to the restrictions hereinafter set forth. In the event of a merger or consolidation to which the Company is a party, or of any other acquisition of a majority of the issued and outstanding shares of Common Stock of the Company involving an exchange or a substitution of stock of an acquiring corporation for Common Stock of the Company, or of any transfer of all or substantially all of the assets of the Company in exchange for stock of an acquiring corporation, a determination as to whether the stock of the acquiring corporation so received shall be subject to the restrictions set forth in Section 11 shall be made solely by the acquiring corporation.
SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS
10.1 Employment. Nothing contained in this Plan or in any Option or Stock Award granted under this Plan shall confer upon any Eligible Participant any right with respect to the continuation of his or her employment by the Company or any Affiliated Corporation, or interfere in any way with the right of the Company or any Affiliated Corporation, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Eligible Participant from the rate in existence at the time of the grant of an Option or Stock Award. The Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment at the time.
10.2 Non-transferability. No right or interest of any Eligible Participant in an Option or Stock Award shall be assignable or transferable during the lifetime of the Eligible Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. However, the Board of Directors may, in its sole discretion, permit transfers to family members if and to the extent such transfers are permissible under applicable securities laws. In the event of an Eligible Participant's death, an Eligible Participant's rights and interest in an Option or Stock Award shall be transferable by testamentary will or the laws of descent and distribution, and delivery of any shares of Common Stock due under this Plan shall be made to, and exercise of any Options may be made by, the Eligible Participant's legal representatives, heirs or legatees. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to this Plan is unable to care for his or her affairs because of mental condition, physical condition, or age, payment due such person may be made to, and such rights shall be exercised by, such person's guardian, conservator or other legal personal representative upon furnishing the Committee with evidence satisfactory to the Committee of such status.
SECTION 11. GENERAL RESTRICTIONS
11.1 Representations. Eligible Participant to whom an Option or Stock Award is granted, represents to the Company and agrees, that as a condition of exercising such Option, or receiving such Stock Award, to give assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock subject to the Option or Stock Award for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, other than pursuant to an effective registration statement under the Securities Act, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws.
Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company's securities may then be listed, and the Company has obtained the approval of or a favorable ruling from any governmental agency that the Company determines to be necessary or advisable.
11.2 Restrictions on Transfer of Common Stock. The shares of Common Stock issuable directly as a Stock Award or upon exercise of an Option may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement or pursuant to an exemption from registration, the availability of which is to be established to the satisfaction of the Company, and any certificates representing shares of Common Stock will bear a legend to that effect. However, the Company may, in the sole discretion of the Board of Directors, register with the Securities and Exchange Commission some or all of the shares of Common Stock reserved for issuance under this Plan. Special resale restrictions may, however, continue to apply to officers, directors, control shareholders and affiliates of the Company and such persons will be required to obtain an opinion of counsel as regards their ability to resell shares received pursuant to this Plan.
11.3 Compliance with Securities Laws. Each Option or Stock Award shall be subject to the requirement that if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares of Common Stock subject to such Option or Stock Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option or Stock Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.
11.4 Changes in Accounting Rules. Notwithstanding any other provision of this Plan to the contrary, if, during the term of this Plan, any changes in the financial or tax accounting rules applicable to Options or Stock Awards shall occur that, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, or cancel any then outstanding and unexercised Options.
SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS
Each Eligible Participant shall be liable for payment of all applicable federal, state and local income taxes incurred as a result of the receipt of a Stock Award or an Option, the exercise of an Option, and the sale of any shares of Common Stock received pursuant to a Stock Award or upon exercise of an Option. The Company may be required, pursuant to applicable tax regulations, to withhold taxes for an Eligible Participant, in which case the Company's obligations to deliver shares of Common Stock upon the exercise of any Option granted under this Plan or pursuant to any Stock Award, shall be subject to the Eligible Participant's satisfaction of all applicable federal, state and local income and other income tax withholding requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Option or Stock Award is assigned or transferred to any party (other than the Company) pursuant to the provisions of Section 10.2 hereof, such party shall take such Option or Stock Award pursuant to all provisions and conditions of this Plan, and, as a condition precedent to the transfer of such interest, such party shall agree (for and on behalf of himself or itself, his or its legal representatives and his or its transferees and assigns) in writing to be bound by all provisions of this Plan.
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation, interpretation and administration of this Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Appropriate adjustments shall be made to the number of shares of Common Stock issuable pursuant to an incomplete or pending Stock Award that has not yet been delivered or upon exercise of any Options and the exercise price thereof in the event of: (i) a subdivision or combination of any of the shares of capital stock of the Company; (ii) a dividend payable in shares of capital stock of the Company; (iii) a reclassification of any shares of capital stock of the Company; or (iv) any other change in the capital structure of the Company.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own initiative, at any
time may terminate and at any time and from time to time and in any respect, may
amend or modify this Plan, including:
(a) Increase the total amount of Common Stock that may be awarded under this
Plan, except as provided in Section 15 of this Plan;
(b) Change the classes of persons from which Eligible Participants may be selected or materially modify the requirements as to eligibility for participation in this Plan;
(c) Increase the benefits accruing to Eligible Participants; or
(d) Extend the duration of this Plan.
Any Option or other Stock Award granted to a Eligible Participant prior to the date this Plan is amended, modified or terminated will remain in effect according to its terms unless otherwise agreed upon by the Eligible Participant; provided, however, that this sentence shall not impair the right of the Committee to take whatever action it deems appropriate under Section 11 or Section 15. The termination or any modification or amendment of this Plan shall not, without the consent of a Eligible Participant, affect his rights under an Option or other Stock Award previously granted to him.
SECTION 17. EFFECTIVE DATE OF THIS PLAN
17.1 Effective Date. This Plan is effective as of January 1, 2015, by action of the Board of Directors of the Company.
17.2 Duration of this Plan. This Plan shall terminate at midnight on December 31, 2020, which is the day before the fifth anniversary of the Effective Date, and may be extended thereafter or terminated prior thereto by action of the Board of Directors; and no Option or Stock Award shall be granted after such termination. Options and Stock Awards outstanding at the time of this Plan termination may continue to be exercised, or become free of restrictions, in accordance with their terms.
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall inure to
the benefit of, each Eligible Participant, his executives or administrators,
heirs, and personal and legal representatives.
Board of Directors of E-Qure Corp.
By: /s/: Ohad Goren
Chief Executive Officer
Dated: January 1, 2015
I, Ohad Goren, certify that:
1. I have reviewed this quarterly report of E-Qure 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 issuer as of, and for, the periods presented in this report;
4. As the issuer's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as 4efined 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 issuer 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 issuer, 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 issuer'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 issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. As the issuer's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions if applicable):
(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 issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether r not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: August 6, 2015
/s/ Ohad Goren
CEO
I, Gal Peleg , certify that:
1. I have reviewed this quarterly report of E-Qure 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 issuer as of, and for, the periods presented in this report;
4. As the issuer's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as 4efined 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 issuer 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 issuer, 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 issuer'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 issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. As the issuer's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions if applicable):
(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 issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether r not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: August 6, 2015
/s/
Gal
Peleg
CFO
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of E-Qure Corp. (the Company) on Form 10-Q for the period ended June 30, 2015 (the Report), as filed with the Securities and Exchange Commission on the date hereof, I, Ohad Goren , CEO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Ohad Goren
Ohad Goren
CEO
Dated: August 6, 2015
A signed original of this written statement required by Section 906 has been provided to E-Qure Corp. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of E-Qure Corp. (the Company) on Form 10-Q for the period ended June 30, 2015 (the Report), as filed with the Securities and Exchange Commission on the date hereof, I, Gal Peleg , CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Gal Peleg
Gal Peleg
CFO
Dated: August 6, 2015
A signed original of this written statement required by Section 906 has been provided to E-Qure Corp. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.