E-Qure Corp. (Form: 10-Q, Received: 08/06/2015 12:12:35)

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.

TABLE OF CONTENTS

Item	Description

	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

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

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
$
-
$
-

$

-

$

-

Expenses

General and administrative 161,618 39,499 297,657 63,253

Research and development
34,222

-

107,463

-

Total
195,840

39,499

405,120

63,253

(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
-

(23,709,343)

-

(23,709,343)

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
-

(13,939)

-

(13,939)

Net loss $ (195,840) $ (23,830,082) $ (405,120) $ (23,889,111)

Basic and diluted per share amount:

Basic and diluted net loss
$

(0.01)

$

(8.51)

$

(0.02)

$

(8.72)

Weighted average shares outstanding (basic and diluted)
22,012,562

2,801,160

22,012,562

2,740,523

See Notes to Unaudited Interim Financial Statements.

E-QURE CORP.

f/k/a ADB International Group, Inc.

Statements of Cash Flows

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

Cash flows from operating activities:

Net loss
$

(405,120)

$

(23,889,111)

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
(3,500)

31,179

Cash used in operating activities
(408,620)

(57,523)



Cash flow from financing activities:

   Proceeds from issuance of common stock 170,000 2,095,000

Cash provided by financing activities
170,000

2,095,000



Change in cash
(238,620)

2,037,477

Cash - beginning of period
1,376,836

76,535

Cash - end of period
$

1,138,216

$

2,114,012

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.

E-QURE CORP.
f/k/a ADB International Group, Inc.
Notes to Unaudited Interim Financial Statements
June 30 , 2015
Back to Table of Contents

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 Company’s common stock, the estimated volatility of the Company’s 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 Company’s Own Stock : We account for obligations and instruments potentially to be settled in the Company’s 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 Company’s 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 Company’s financial assets and liabilities that are carried at fair value, classified according to the three categories described above:

Fair Value Measurements at June 30, 2015
				Quoted Prices in Active		Significant Other		Significant
				Markets for Identical Assets		Observable Inputs		Unobservable Inputs
		Total		(Level 1)		(Level 2)		(Level 3)
None	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-

Fair Value Measurements at December 31, 2014
				Quoted Prices in Active		Significant Other		Significant
				Markets for Identical Assets		Observable Inputs		Unobservable Inputs
		Total		(Level 1)		(Level 2)		(Level 3)
None	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-

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:

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
Total Assets	$	2,114,012	$	-	$	2,114,012

Total current liabilities	$	24,733	$	-	$	24,733

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		2,592		-		2,592
Additional paid in capital		3,541,305		-		3,541,305
Common stock subscribed but not issued		23,837,203		2,700,000		26,537,203
Common stock subscription receivable		(520,000)		-		(520,000)
Accumulated deficit before re-entry to the development stage		(2,290,748)		-		(2,290,748)
Accumulated deficit after re-entry to development stage		(22,481,073)		(2,700,000)		(25,181,073)
Total stockholders' equity (deficit)		2,089,279		-		2,089,279
Total Liabilities and Stockholders' Equity (Deficit)	$	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
Revenues	$	-	$	-	$	-

Expenses
General and administrative		39,499		-		39,499
Total		39,499		-		39,499

(Loss) from operations		(39,499)		-		(39,499)

Other income (expense)
Interest expense		(5,787)		-		(5,787)
Amortization of debt discount		(61,514)		-		(61,514)
Loss on settlement of debt		(21,009,343)		(2,700,000)		(23,709,343)
Total other (expense)		(21,076,644)		(2,700,000)		(23,776,644)
Total cost and expenses		(21,116,143)		(2,700,000)		(23,816,143)

Loss from continuing operations before income tax		(21,116,143)		(2,700,000)		(23,816,143)
Income tax		(13,939)		-		(13,939)

Net loss	$	(21,130,082)	$	(2,700,000)	$	(23,830,082)

Basic and diluted per share amount:
Basic and diluted net loss	$	(7.54)	$	(0.97)	$	(8.51)

Weighted average shares outstanding
(basic and diluted)		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
Revenues	$	-	$	-	$	-

Expenses
General and administrative		63,253		-		63,253
Total		63,253		-		63,253

(Loss) from operations		(63,253)		-		(63,253)


Other income (expense)
Interest expense		(11,510)		-		(11,510)
Amortization of debt discount		(91,066)		-		(91,066)
Loss on settlement of debt		(21,009,343)		(2,700,000)		(23,709,343)
Total other (expense)		(21,111,919)		(2,700,000)		(23,811,919)
Total cost and expenses		(21,175,172)		(2,700,000)		(23,875,172)

Loss from continuing operations before income tax		(21,175,172)		(2,700,000)		(23,875,172)
Income tax		(13,939)		-		(13,939)

Net loss	$	(21,189,111)	$	(2,700,000)	$	(23,889,111)

Basic and diluted per share amount:
Basic and diluted net loss	$	(7.73)	$	(0.99)	$	(8.72)

Weighted average shares outstanding
(basic and diluted)		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
Revenues	$	-	$	-	$	-

Expenses
General and administrative		1,237,520		-		1,237,520
Total		1,237,520		-		1,237,520

(Loss) from operations		(1,237,520)		-		(1,237,520)


Other income (expense)
Interest expense		(58,694)		-		(58,694)
Amortization of debt discount		(161,577)		-		(161,577)
Loss on settlement of debt		(21,009,343)		(2,700,000)		(23,709,343)
Total other (expense)		(21,229,614)		(2,700,000)		(23,929,614)
Total cost and expenses		(22,467,134)		(2,700,000)		(25,167,134)

Loss from continuing operations before income tax		(22,467,134)		(2,700,000)		(25,167,134)
Income tax		(13,939)		-		(13,939)

Net loss	$	(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
Cash flows from operating activities:
Net loss	$	(21,189,111)	$	(2,700,000)	$	(23,889,111)
Adjustments to reconcile net loss to cash used in operating activities:
Donated services		-		-		-
Shares issued for services		-		-		-
Non-cash loss on settlement of debt		21,009,343		(2,700,000)		23,709,343
Amortization of debt discount		91,066		-		91,066
Changes in assets and liabilities:
Increase (decrease) in prepaid expenses		-		-		-
Increase (decrease) in accounts payable and accrued expenses		31,179		-		31,179
Cash used in operating activities		(57,523)		-		(57,523)

Cash flow from financing activities:
Proceeds from issuance of common stock		2,095,000		-		2,095,000
Proceeds from issuance of convertible notes payable - related parties		-		-		-
Proceeds from issuance of convertible notes payable		-		-		-
Cash provided by financing activities		2,095,000		-		2,095,000

Change in cash		2,037,477		-		2,037,477
Cash - beginning of period		76,535		-		76,535
Cash - end of period	$	2,114,012	$	-	$	2,114,012

Supplemental cash flow disclosure:
Non-cash transactions:
Debt converted to common stock	$	212,860	$	-	$	212,860
Discount on convertible debt	$	-	$	-	$	-
Forgiveness of accrued salary by related party	$	-	$	-	$	-
Common stock cancelled	$	253	$	-	$	253
Subscription receivable	$	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
Cash flows from operating activities:
Net loss	$	(22,481,073)	$	(2,700,000)	$	(25,181,073)
Adjustments to reconcile net loss to cash used in operating activities:
Donated services		36,000		-		36,000
Shares issued for services		1,000,000		-		1,000,000
Non-cash loss on settlement of debt		21,009,343		(2,700,000)		23,709,343
Amortization of debt discount		161,577		-		161,577
Changes in assets and liabilities:
Increase (decrease) in prepaid expenses		-		-		-
Increase (decrease) in accounts payable and accrued expenses		88,119		-		88,119
Cash used in operating activities		(186,034)		-		(186,034)

Cash flow from financing activities:
Proceeds from issuance of common stock		2,115,000		-		2,115,000
Proceeds from issuance of convertible notes payable - related parties		74,851		-		74,851
Proceeds from issuance of convertible notes payable		110,195		-		110,195
Cash provided by financing activities		2,300,046		-		2,300,046

Change in cash		2,114,012		-		2,114,012
Cash - beginning of period		-		-		-
Cash - end of period	$	2,114,012	$	-	$	2,114,012

Supplemental cash flow disclosure:
Non-cash transactions:
Debt converted to common stock	$	358,892	$	-	$	358,892
Discount on convertible debt	$	161,577	$	-	$	161,577
Forgiveness of accrued salary by related party	$	6,847	$	-	$	6,847
Common stock cancelled	$	253	$	-	$	253
Subscription receivable	$	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 Company’s 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:

Ÿ We may not be able to raise additional funds we may need to complete the clinical trials.
Ÿ Competitors may develop alternatives that render BST Device redundant or unnecessary.
Ÿ We may not have a sufficient and sustainable intellectual property position.
Ÿ Our device may be shown to have harmful side effects or other characteristics that indicate it is unlikely to be safe and effective.
Ÿ Our device may not receive regulatory approval.
Ÿ Even if our device receives regulatory approval, it may not be accepted by patients, the medical community or third-party payers.

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

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.

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.

Availability of Additional Capital

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.

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.

	E-Qure Corp.

Date: August 6, 2015	By:	/s/ Ohad Goren
	Name: Ohad Goren
	Title: Chief Executive Officer

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.

Date: August 6, 2015	By:	/s/ Gal Peleg
	Name: Gal Peleg
	Title: Principal Accounting and Financial Officer

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/ 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