What changed in this filing

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Item 1. Financial Statements

2021-08-12 compared with 2021-05-13 · 318 added, 531 removed, 97 unchanged (90% of the section changed)

2 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets for the and Three Months ended March 31, 2021 (Unaudited) and Year Ended December 31, 2020

Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’

Deficit for the Three Months Ended March 31, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Cash Flows for Three Months Ended March 31, 2021 and 2020 (Unaudited)

Notes to Condensed Consolidated Financial Statements

Interim Condensed Consolidated Balance Sheets (unaudited) Interim Condensed Consolidated Balance Sheets (unaudited)

Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Interim Condensed Consolidated Statements of Cash Flows (unaudited)

Notes to the Interim Condensed Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS (Unaudited)

dollars in thousands (except share data)

As of March 31

As of December 31

of December 31

and cash equivalents

accounts receivable

current assets

Cash and cash equivalents

Trade receivables

Other accounts receivable

Prepaid expenses

Total current assets

accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

dollars in thousands (except share data)

As of March 31

As of December 31

LIABILITIES AND STOCKHOLDERS’

of December 31

AND STOCKHOLDERS’ DEFICIT

accounts payables and accrued liabilities

to parent company

current liabilities

Trade payables

Other accounts payables and accrued liabilities

Payable to parent company

Short term loan

Total current liabilities

Commitments and contingencies

STOCKHOLDERS’

Share Capital

Ordinary shares of $0.0001 par value - Authorized:

490,000,000 shares;

and contingencies

STOCKHOLDERS’

stock of $ 0.0001

par value - Authorized:

Issued and outstanding:

shares as of December 31, 2020;

and March 31, 2021

Additional paid-in capital

Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

paid-in capital

stockholders’ deficit

liabilities and stockholders’ deficit

accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

dollars in thousands (except share data)

For the three months ended March 31

Cost of revenues

Operating expenses:

Research and development

Selling and marketing

General and administrative

Gain from sale of a subsidiary

Operating loss

Financial income (expenses) ,

Loss before tax

Taxes on income

Loss per share - basic and diluted

Weighted average number of ordinary shares outstanding used in the computations of loss per share (in thousands) (*)

the six months

ended June 30

the three months

ended June 30

and development

and marketing

and administrative

from sale of a subsidiary

expenses, net

per share - basic and diluted

average number of common stock outstanding used in the computations of loss per share (in thousands) (*)

accompanying notes are an integral part of these condensed consolidated financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

DEFICIT (Unaudited)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

dollars in thousands (except share data)

Ordinary shares

Additional paid-in

Total shareholders’

Balance as of January 1, 2021

Net loss for the period

Balance as of March 31, 2021

Ordinary shares

Balance as of June 30, 2021

Additional paid-in

Total shareholders’

Balance as of April 1, 2021

Net loss for the period

Balance as of June 30, 2021

Additional paid-in

Total shareholders’

Balance as of January 1, 2020

Net loss for the period

Balance as of March 31, 2020

Balance as of June 30, 2020

Additional paid-in

Total shareholders’

Balance as of April 1, 2020

Net loss for the period

Balance as of June 30, 2020

accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

dollars in thousands (except share data)

For the three months ended March 31

Cash flows from operating activities

Net loss for the period

Adjustments to reconcile net loss to net cash provided by (used in)

operating activities:

Gain from sale of a subsidiary

Changes in current assets and liabilities:

Decrease in trade receivables and prepaid expenses

Decrease in other receivables

Increase in trade payables

Financing expenses from short-term loans

decrease in other accounts payables and accrued liabilities

Increase in payable to parent company

Net cash provided by (used in) operating activities

Cash flows from investing activities

Cash received from sale of a subsidiary

Net cash provided by Investing activities

Increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at the beginning of the year

Cash and cash equivalents and restricted cash at the end of the year

Cash Flow Information:

As of February 31

Current assets excluding cash and cash equivalents

Current liabilities

Gain from sale of a subsidiary

Cash received from the sale of a subsidiary

the six months

the three months

flows from operating activities

loss for the period

to reconcile net loss to net cash provided by (used in) operating activities:

from sale of a subsidiary

in assets and liabilities:

(increase) in prepaid expenses

(increase) in other receivables

(decrease) in trade payables

expenses from short-term loans

in other accounts payables

in payable to parent company

cash provided by (used in) operating activities

flows from investing activities

received from sale of a subsidiary

cash provided by Investing activities

in cash and cash equivalents and restricted cash

and cash equivalents and restricted cash at the beginning of the year

and cash equivalents and restricted cash at the end of the year

Supplemental Cash Flow Information:

assets excluding cash and cash equivalents

from sale of a subsidiary

received from the sale of a subsidiary

accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Organizational

(formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Ohio in

(formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Ohio in 1989

under a predecessor name, Zaxis International, Inc.

(“Zaxis”).

On August 25, 1995, Zaxis merged with a subsidiary

of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc.

and the Company was

reincorporated in Delaware under the name of Zaxis International, Inc.

On December 30, 2014, Zaxis entered into an agreement with

Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald

Israel”).

On August 25, 1995, Zaxis merged with a subsidiary of The

InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc.

and the Company was reincorporated

in Delaware under the name of Zaxis International, Inc.

On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications

Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”).

June 6, 2020, Algomizer changed its name to Gix Internet Ltd., or Gix.

February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange On February 7, 2019, the Company

entered into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet Ltd.

(TASE:ALMO), a company

organized under the laws of the State of Israel (“Gix”), pursuant to which on July 25, 2019 (the “Closing Date”),

Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd.

(“Viewbix Israel”) to the Company in exchange

for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company

on a fully diluted basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding

certain warrants to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the

“Fully Diluted Share Capital”).

February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange On February 7, 2019, the Company entered

into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet Ltd.

(TASE:ALMO), a company organized

under the laws of the State of Israel (“Gix”), pursuant to which on July 25, 2019 (the “Closing Date”), Gix assigned,

transferred and delivered its 99.83 % holdings in Viewbix Ltd.

(“Viewbix Israel”) to the Company in exchange for shares of

restricted common stock of the Company, representing 65 % of the issued and outstanding share capital of the Company on a fully diluted

basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase

shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”).

In addition, upon the earlier of:

(a) the launch of a live video product to an American

consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer

in the United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock

of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of

Delaware reflecting its name change from Virtual Crypto Technologies, Inc.

(a) the launch of a live video product to an American consumer in the United States by Viewbix Israel,

or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will

issue to Gix an additional 1,642,193 shares of restricted common stock of the Company representing 5 % of the Fully Diluted Share Capital

immediately following the Closing Date.

July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware

reflecting its name change from Virtual Crypto Technologies, Inc.

to Viewbix Inc.

to reflect its new operations and business

focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from

“VRCP”

to “VBIX”

on the OTCQB.

the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Gix in exchange for consideration consisting

of consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible

notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date.

The shares of common stock were issued under Regulation S.

The Company also issued a total of 7,298,636 warrants to Gix to purchase

the Company’s common stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48, and (ii)

3,649,318 of such warrants were issued with an exercise price of $0.80.

to reflect its new operations and business focus and,

effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP”

to “VBIX” on the OTCQB.

the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Gix in exchange for consideration consisting of consideration

for its 99.83 % holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible notes, which were

issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date.

The shares of common stock

were issued under Regulation S.

The Company also issued a total of 7,298,636 warrants to Gix to purchase the Company’s common stock,

whereby (i) 3,649,318 of such warrants were issued with an exercise price of $ 0.48 , and (ii) 3,649,318 of such warrants were issued with

an exercise price of $ 0.80 .

a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company.

As the shareholders of Viewbix

Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer”

in the Recapitalization Transaction.

As a result, the historical financial statements of the Company were replaced with the historical

financial statements of Viewbix Israel.

The number of shares prior to the reverse recapitalization have been retroactively adjusted

based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

As the shareholders of Viewbix Israel

received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in

the Recapitalization Transaction.

As a result, the historical financial statements of the Company were replaced with the historical financial

statements of Viewbix Israel.

The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the

equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

Background (Cont.)

Company and its subsidiaries are collectively referred to as the “Company”.

Viewbix Israel was incorporated on February 2006

2006 in Israel.

The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business

model with interactive elements, and the ability to collect and analyze information about each interactive action performed during

the viewing of the video clip.

The interactive elements and information gathered, allowing the advertiser to analyze user viewing

habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising.

The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model

with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing

of the video clip.

The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize

real-time throughout the campaign while increasing the effectiveness of online and live video advertising.

January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals.

Medical Applications Ltd.

March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel

became the Company’s wholly-owned subsidiary.

Emerald Israel was engaged in the business of developing Emerald Israel’s

DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use

in derma imaging and analytics for the detection of skin cancer.

On January 29, 2018, the Company ceased the DermaCompare operations

of its former subsidiary.

` 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney

as special executor for Emerald Israel.

March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became

the Company’s wholly-owned subsidiary.

Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare

technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and

analytics for the detection of skin cancer.

On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary.

May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special

executor for Emerald Israel.

Crypto Technologies Ltd.

January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies

(the “VCT Israel”), to develop and market software and hardware products facilitating, allowing and supporting

purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

(the “VCT Israel”), to develop and market software and hardware products facilitating, allowing and supporting purchase

and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

Israel ceased its business operation prior to consummation of the Recapitalization Transaction.

On January 27, 2020, Virtual Crypto

Israel was sold to a third party for NIS 50,000 ($14,459).

On January 27, 2020, Virtual Crypto Israel

was sold to a third party for NIS 50,000 ($ 14,459 ).

Subscription Agreement and Loan Agreement

December 18, 2020, the company entered into a Stock Subscription Agreement (the “Subscription”) with certain investors

(the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of Common Stock, at

a purchase price of $0.01 per share, and for an aggregate purchase price of $30,000.

In addition, and on the same date, the company

entered into a Loan Agreement (the “Loan”) with the Investors, pursuant to which the Investors lent an aggregate of

$69,000 (the “Principal Amount”).

In accordance with the terms of the Loan, the company repaid the interest on the

Principal Amount (8% compounded annually) to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common

Stock, at a price per share of $0.01.

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the

Securities Act of 1933, as amended.

December 18, 2020, the Company entered into a Stock Subscription Agreement (the “Subscription”) with certain investors

(the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000

shares of Common Stock, at a purchase price of

per share, and for an aggregate purchase price

of $ 30,000 .

In addition, and on the same date, the Company entered into a Loan Agreement (the “Loan”) with the Investors, pursuant

to which the Investors lent an aggregate of $ 69,000

(the “Principal Amount”).

In accordance

with the terms of the Loan, the Company repaid the interest on the Principal Amount ( 8 %

compounded annually) to the Investors in the

form of an issuance of an aggregate of 552,000

shares of Common Stock, at a price per share

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

Company has incurred $80 in net loss for the three months ended March 31 2021 has $2,158 stockholders’

deficit as of March

31, 2021 and $2,078 in total stockholders’

deficit as of December 31, 2020 .Management expects the Company to continue to

generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial

resources and through additional raises of capital.

conditions raise substantial doubts about the Company’s ability to continue as a going concern.

Management’s plan

includes raising funds from outside potential investors.

However, there is no assurance such funding will be available to the

Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet

its objectives.

These financial statements do not include any adjustments relating to the recoverability and classification of

assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to

continue as a going concern.

ACCOUNTING POLICIES

Company has incurred $ 159 in

net loss for the six months ended June 30 2021 has $ 2,237 stockholders’

deficit as of June 30, 2021 and $ 2,078 in

total stockholders’ deficit as of December 31, 2020.

Management expects the Company to continue to generate substantial

operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through

additional raises of capital.

conditions raise substantial doubts about the Company’s ability to continue as a going concern.

Management’s plan includes

raising funds from outside potential investors.

However, there is no assurance such funding will be available to the Company or that

it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives.

financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or

the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation :

accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary

and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Information

Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant

to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote

disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this

report, as is permitted by such rules and regulations.

Accordingly, these condensed consolidated financial statements should be

read in conjunction with the audited financial statements as of and for the year ended December 31, 2020 and the notes thereto

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 16,

2021 (the “2020 Annual Report”).

The results for any interim period are not necessarily indicative of results for

any future period.

Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the

rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures

normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted

by such rules and regulations.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the

audited financial statements as of and for the year ended December 31, 2020 and the notes thereto included in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 16, 2021 (the “2020 Annual Report”).

The results for any interim period are not necessarily indicative of results for any future period.

unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain

all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the

interim periods presented .The results for the three months ended March 31, 2021 are not necessarily indicative of the results

for the year ending December 31, 2021, or for any future period.

of March 31, 2021, there have been no material changes in the Company’s significant accounting policies from those that

were disclosed in the 2020 Annual Report.

opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments

that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented

.The results for the three months ended June 30, 2021 are not necessarily indicative of the results for the year ending December 31,

2021, or for any future period.

of June 30, 2021, there have been no material changes in the Company’s significant accounting policies from those that were disclosed

in the 2020 Annual Report.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

ACCOUNTS RECEIVABLES

Government authorities

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Other payables

Accrued liabilities

TO PARENT COMPANY

As of March 31

As of December 31

OTHER ACCOUNTS RECEIVABLES

SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION

OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

other accounts payables

PAYABLE TO PARENT COMPANY

SCHEDULE OF PAYABLE TO PARENT COMPANY

– Parent Company Payable

part of the agreement with Gix, the parties agreed to have the Company’s operations outsourced to Gix from the agreement

date and until the acquisition is consummated.

The following term were included in the agreement pursuant to the above:

May 2018 all of the Company’s employees will become employees of Gix.

part of the agreement with Gix, the parties agreed to have the Company’s operations outsourced to Gix from the agreement date and

until the acquisition is consummated.

The following terms were included in the agreement pursuant to the above:

May 2018 all of the Company’s employees will become employees of Gix.

the periods of May 2018 to October 2018, Gix will pay the full expenses of the employees as well as other related expenses.

November 2018 until to the Closing Date, the employees transferred from the Company to Gix will dedicate half of their time

to the Company’s operations and correspondingly 50% of the costs to be incurred by Gix in respect of these employees

are to be charged to the Company.

From the closing date, the actual expenses incurred by Gix related

to the Company will be charged to the Company.

amounts were paid by the Company to Gix during 2021 and 2020.

November 2018 until to the Closing Date, the employees transferred from the Company to Gix will dedicate half of their time to the

Company’s operations and correspondingly 50 % of the costs to be incurred by Gix in respect of these employees are to be charged

to the Company.

the closing date, the actual expenses incurred by Gix related to the Company will be charged to the Company.

No amounts were

paid by the Company to Gix during 2021 and 2020.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

December 18, 2020, the company entered into a Loan Agreement (the “Loan”) and Stock Subscription Agreement with certain

Investors as described in note 1e, pursuant to which the Investors lent an aggregate amount of $69,000 (the “Principal Amount”).

In accordance with the terms of the Loan, the company prepaid the interest on the Principal Amount of 8% compounded annually to

the Investors as an issuance of 552,000 shares of Common Stock, at a price per share of $0.01.

Under the Stock Subscription Agreement,

the Investors transferred an amount of $ 30,587 to the company as consideration for the issued shares.

SHORT TERM LOAN

December 18, 2020, the Company entered into the Loan and Subscription with certain Investors as described in note 1e, pursuant

to which the Investors lent the Principal Amount.

In accordance with the terms of the Loan, the Company prepaid the interest on

the Principal Amount of 8 %

compounded annually to the Investors as an issuance

shares of Common Stock, at a price per share

Under the Stock Subscription Agreement, the Investors transferred an amount of $ 30,587

to the Company as consideration for the

issued shares.

Company allocated the total proceeds in respect of the shares issued and the Loan extended based on its relative fair values.

As a result of the allocation, a discount of $19 was recorded on the loan.

The discount is amortized over the term of the loan

as finance expense.

allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was

% of total fair

Allocated amount

Short term loan and prepaid interest

Investment in the company’s shares

of the allocation, a discount of $ 19 was recorded on the loan.

The discount is amortized over the term of the loan as finance expense.

allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was as follows:

SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS

term loan and prepaid interest

in the company’s shares

composition of short term loan balance as of the transaction is as follows:

SCHEDULE OF COMPOSITION OF SHORT TERM LOAN

on Short term loan

2 unchanged sentences

dollars in thousands (except share data)

STOCKHOLDERS’

Stockholders’

As of March 31

As of December 31

Issued and outstanding

Number of shares

Ordinary shares

shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share

basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds

from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise.

Some investors

have standard anti-dilutive rights, registration rights, and information and representation rights.

December 18, 2020, the company entered into a Stock Subscription Agreement (the “Subscription”) with certain investors

(the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of Common Stock, at

a purchase price of $0.01 per share, and for an aggregate purchase price of $30,000.

In addition, and on the same date, the company

entered into a Loan Agreement (the “Loan”) with the Investors, pursuant to which the Investors lent an aggregate of

$69,000 (the “Principal Amount”).

In accordance with the terms of the Loan, the company repaid the interest on the

Principal Amount 8% compounded annually to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common

Stock, at a price per share of $0.01.

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the

Securities Act of 1933, as amended.

STOCKHOLDERS’ DEFICIT

Stockholders’

OF COMMON STOCK COMPOSITION

of December 31

and outstanding

stock confers

the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution

of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall

not confer other privileges unless otherwise provided by law.

Some investors have standard anti-dilutive rights, registration

rights, and information and representation rights.

December 18, 2020, the Company entered into the Subscription with the Investors in connection with the sale and

issuance of an aggregate of 3,000,000

shares of Common Stock, at a purchase price of

per share, and for an aggregate purchase price

of $ 30,000 .

In addition, and on the same date, the Company entered into the Loan with the Investors, pursuant to which the Investors lent

the Principal Amount.

In accordance with the terms of the Loan, the Company repaid the interest on the Principal Amount,

compounded annually to the Investors,

in the form of an issuance of an aggregate of 552,000

shares of Common Stock, at a price per share

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

STOCKHOLDERS’

DEFICT (Cont.)

Company’s AOA do not provide redemption rights to the holders of the preferred shares.

In the event of a liquidation

event, all the funds and assets of the Company available for distribution among all the stockholders shall be distributed

based on a certain mechanism as described in the Company’s AOA.

Although the preferred shares are not redeemable, in

the event of certain “deemed liquidation events”

that are not solely within the Company’s control

(including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the

preferred shares would be entitled to preference amounts paid before distribution to other stockholders (as explained in the

previous paragraph) and hence effectively redeeming the preference amount.

In accordance with ASR 268 and ASC 480

“Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified outside of

stockholders’

deficit as a result of these in-substance contingent redemption rights.

detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620 common shares in exchange

for 99.83% of the issued and outstanding ordinary shares and all the preferred shares of Viewbix Israel.

The number of shares

prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the

accounting acquirer in the Recapitalization Transaction.

following table summarizes information of outstanding warrants as of March 31, 2021:

Exercise Price

Class J Warrants

Class K Warrants

detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620

common shares in exchange for 99.83 %

of the issued and outstanding common stock

and all the preferred shares of Viewbix Israel.

The number of shares prior to the reverse capitalization have been retroactively

adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

following table summarizes information of outstanding warrants as of June 30, 2021:

SUMMARY OF OUTSTANDING WARRANTS

Additionally,

1 unchanged sentence

(a) the launch of a live video product to an American consumer

in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the

United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the

All of the Company’s warrants meet the US GAAP criteria for equity classification.

During January and March 2020,

50,000 class H warrants expired.

in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United

States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company.

of the Company’s warrants meet the US GAAP criteria for equity classification.

During January and March 2020, 50,000 class H warrants

During January 2020, 38,095 class I warrants expired.

During April 2020, 142,857 Class G warrants

During April 2020, 142,857 Class G warrants expired.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

AND CONTINGENCIES

In June 2017, a lawsuit was filed by a former

CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”) against the Company claiming certain

damages in the total amount of $225, under the assertion of wrongful termination by the Company and Emerald Israel.

Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel

Aviv Court in October of 2017.

COMMITMENTS AND CONTINGENCIES –

June 2017, a lawsuit was filed by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”) against

the Company claiming certain damages in the total amount of $ 225 ,

under the assertion of wrongful termination by the Company and Emerald Israel.

Company filed its response with the Tel Aviv Court in October of 2017.

The dispute was initially heard by the Tel Aviv Court on February

In a supplemental

hearing on February 11, 2021 the former CEO provided data regarding his claims.

On March 11, 2021 the former CEO filed his

The Company’s summaries will be filed until May 20, 2021.

As of March 31, 2021, the company’s

management, in consultation with its legal advisors, believes that the former CEO’s claims will not be Successful.

(EXPENSES) INCOME, NET

For the three months ended March 31

Exchange rate differences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

In a supplemental hearing on February 11, 2021 the former CEO provided data regarding his claims.

On March 11, 2021 the former

CEO filed his summaries.

The Company’s summaries filed on May, 2021.

On June 3, 2021, and after the summaries were filed,

the lawsuit against Emerald Israel was dismissed by the Tel Aviv Court .

FINANCIAL (EXPENSES) INCOME, NET

OF FINANCIAL (INCOME) EXPENSES, NET

the six months ended June 30

rate differences

the three months ended June 30

rate differences

TAXES ON INCOME

rates applicable to the income of the Company:

3 unchanged sentences

On December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”),

which among other provisions, reduced the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which

among other provisions, reduced the U.S.

corporate tax rate from 35% to 21%, effective January 1, 2018.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

ON INCOME (Cont.)

income taxes:

1 unchanged sentence

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets

are as follows:

Deferred R&D expenses

Operating loss carryforward

Net deferred tax asset before valuation allowance

Valuation allowance

Net deferred tax asset

of March 31, 2020, the Company has provided valuation allowances of $6,981 in respect of deferred tax assets resulting from tax

loss carryforward and other temporary differences.

Management currently believes that because the Company has a history of losses,

it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized

in the foreseeable future.

Significant components of the Company’s deferred tax assets are

SCHEDULE OF DEFERRED INCOME TAXES

loss carryforward

deferred tax asset before valuation allowance

deferred tax asset

of June 30, 2020, the Company has provided valuation allowances of $ 7,062 in respect of deferred tax assets resulting from tax loss carryforward

and other temporary differences.

Management currently believes that because the Company has a history of losses, it is more likely than

not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.

carryforward tax losses:

of March 31, 2021 Viewbix Israel incurred operating losses in Israel of approximately $13,466 which may be carried forward and

offset against taxable income in the future for an indefinite period.

of March 31, 2021 the Company generated net operating losses in the U.S.

of approximately $18,479 Net operating losses in the

of June 30, 2021, Viewbix Israel incurred operating losses in Israel of approximately $ 13,801

which may be carried forward and offset against

taxable income in the future for an indefinite period.

of June 30, 2021, the Company generated net operating losses in the U.S.

of approximately $ 18,494 .

operating losses in the U.S.

are available through 2035 .

Utilization of U.S.

net operating losses may be subject to substantial annual limitation due

to the “change in ownership”

net operating losses may be subject to substantial annual limitation due to the “change in ownership”

provisions of the Internal Revenue Code of 1986 and similar state provisions.

limitation may result in the expiration of net operating losses before utilization.

The annual limitation may result in the expiration of net

operating losses before utilization.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

(income) from continuing operations, before taxes on income, consists of the following:

For the three months ended March 31

PER SHARE-BASIC AND DILUTED

the three months ended March 31

SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME

the six months ended June 30

the three months ended June 30

Total loss before taxes on income

LOSS PER SHARE-BASIC AND DILUTED

SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED

the six months

the three months

loss attributable to ordinary stockholders

Weighted-average

ordinary shares

per share-basic and diluted

PANDEMIC IMPLICATIONS

COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition

of most, if not all, countries, including the United States, Israel and many countries in Europe.

On March 11, 2020, the World

Health Organization declared the outbreak a pandemic.

While COVID-19 is still spreading and the final implications of the pandemic

are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population.

As of March 31, 2021, the pandemic has caused repeated states of emergency to be declared in various countries, ongoing and extended

travel restrictions have been imposed for several months, strict quarantines rules have been established and maintained for an

extended period of time in a plethora of jurisdictions and various institutions and companies have been closed and rendered bankrupt.

The Company is actively monitoring the pandemic and is taking any necessary measures to respond to the situation in cooperation

with the various stakeholders.

Due to the uncertainty surrounding the COVID-19 pandemic, the Company will continue to assess the

situation, including government-imposed restrictions, market by market.

It is not possible at this time to estimate the full impact

that the COVID-19 pandemic could have on the Company’s business, the continued spread of COVID-19, and any additional measures

taken by governments, health officials or by the Company in response to such spread, could have on the Company’s business,

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

COVID-19 PANDEMIC IMPLICATIONS

COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition of most,

if not all, countries, including the United States, Israel and many countries in Europe.

On March 11, 2020, the World Health Organization

declared the outbreak a pandemic.

While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate

at this stage, it is clear that it has affected the lives of a large portion of the global population.

As of June 30, 2021, the pandemic

has caused repeated states of emergency to be declared in various countries, ongoing and extended travel restrictions have been imposed

for several months, strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions

and various institutions and companies have been closed and rendered bankrupt.

The Company is actively monitoring the pandemic and is

taking any necessary measures to respond to the situation in cooperation with the various stakeholders.

Due to the uncertainty surrounding

the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions, market by market.

It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s business, the

continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company in response to such

spread, could have on the Company’s business, results of operations and financial condition.

The COVID-19 pandemic and mitigation

measures have also negatively impacted global economic conditions, which, in turn, could adversely affect the Company’s business,

results of operations and financial condition.

The COVID-19 pandemic and mitigation measures have also negatively impacted global

economic conditions, which, in turn, could adversely affect the Company’s business, results of operations and financial

The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on

future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information

that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited

financial statements as of March 31, 2021 and 2020, and the related statements of comprehensive loss, statement of changes in

stockholders’

equity (deficit) and statements of cash flows for the three months then ended, and the related notes thereto

contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Forward-Looking

management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans,

objectives, expectations and intentions.

Any statements that are not statements of historical fact are forward-looking statements.

When used, the words “believe,”

“plan,”

“intend,”

“anticipate,”

“target,”

“estimate,”

“expect”

and the like, and/or future tense or conditional constructions “will,”

“may,”

“could,”

“should,”

etc., or similar expressions, identify certain of these forward-looking

These forward-looking statements are subject to risks and uncertainties that could cause actual results or events

to differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements are based on

information we have when those statements are made or our management’s good faith belief as of that time with respect to

future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from

those expressed in or suggested by the forward-looking statements.

Important factors that could cause such differences include,

but are not limited to:

short-term and long-term implications caused by our recent cost reduction efforts, including, but not limited to, our growing

inability to secure and maintain customers on the basis of insufficient capital resources;

turnover of key management;

history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty

regarding the adequacy of our liquidity to pursue our complete business objectives, and substantial doubt regarding our ability

to continue as a going concern;

need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or

difficult to obtain and could dilute out stockholders’

ownership interests;

impact of the COVID-19 pandemic on our business plan and the global economy;

ability to adequately protect our intellectual property;

of new competitors and products and potential technological obsolescence of our products.

foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein

or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking

For a discussion of these and other risks that relate to our business and investing in our common stock, you should

carefully review the risks and uncertainties described in this Quarterly Report on Form 10-Q, and those contained in section captioned

“Risk Factors”

of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”)

on March 16, 2021 (the “Annual Report”).

The Company’s actual results could differ materially from those contemplated

in these forward-looking statements as a result of these factors.

The Company does not undertake any obligation to update forward-looking

statements to reflect events or circumstances occurring after the date of this Quarterly Report.

and background

(f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.) (the “Registrant”

“Company”) is an interactive video technology and data platform that provides its clients with deep insights into

their video marketing performance as well as the effectiveness of its messaging.

Exchange Agreement

February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet

(f/k/a Algomizer Ltd.) (TASE:GIX), a company organized under the laws of the State of Israel (“Gix”), pursuant

to which on July 25, 2019 (the “Closing Date”), Gix assigned, transferred and delivered its 99.83% holdings in Viewbix

(“Viewbix Israel”) to the Company in exchange for shares of restricted common stock, par value $0.0001 per share

of the Company (the “Common Stock”), representing 65% of the issued and outstanding share capital of the Company on

a fully diluted basis as of the Closing Date, following the conversion of certain convertible notes of the Company and excluding

certain warrants to purchase shares of Common Stock expiring in 2020 and additional warrants as further described below (the “Fully

Diluted Share Capital”).

In addition, upon the earlier of:

(a) the launch of a live video product to an American consumer

in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the

United States by Viewbix Israel, the Company agreed to issue to Gix an additional 1,642,193 shares of restricted Common Stock

representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

July 24, 2019, and in connection with the Share Exchange Agreement, the Company filed a Certificate of Amendment to its Certificate

of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc.

to reflect its new operations and business focus.

On August 7, 2019, FINRA approved the Registrant’s name change

and its trading symbol was changed from “VRCP”

to “VBIX”

on the OTCQB.

the Closing Date, (i) the Company issued 20,281,085 shares of Common Stock to Gix in exchange for consideration consisting of

99.83% holdings in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently issued

to holders were converted.

The shares of Common Stock were issued under Regulation S.

The Company also issued a total of 7,298,636

warrants to purchase shares of Common Stock to Gix, whereby (i) 3,649,318 of such warrants to purchase shares of Common Stock

were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants to purchase shares of Common Stock were issued

with an exercise price of $0.80.

the Closing Date, Viewbix Israel became a subsidiary of the Registrant.

Viewbix Israel was incorporated in February 2006 in Israel.

June 6, 2020, Algomizer Ltd.

changed its name to Gix Internet Ltd., or Gix

January 1, 2020, the Company announced certain cost reduction measures due to the Company not achieving certain revenue goals.

In connection with these cost reduction measures, on January 1, 2020, Mr.

Jonathan Stefansky, the Company’s then chief executive

officer and member of the Company’s board of directors, tendered his resignation from the Board, and on the same date, the

sides reached a mutual understanding whereby Mr.

Stefansky would step down as chief executive officer, effective March 1, 2020.

On the same date, the Company and Mr.

Hillel Scheinfeld, the Company’s then chief operating officer, reached a similar mutual

understanding and agreed he would step down, also effective March 1, 2020.

Amihay Hadad, the Company’s chief financial

officer, was appointed to the Company’s board of directors on January 1, 2020, and, effective as of March 1, 2020, he was

also appointed as the Company’s chief executive officer.

January 27, 2020, the Company entered into an agreement with a third-party to sell Virtual Crypto Technologies Ltd.

NIS 50,000 ($14, 459), which transaction was consummated on February 12, 2020.

of Operations

of Operations During the Three Months Ended March 31, 2021 as Compared to the Three Months Ended March 31, 2020

revenues were $8 thousand for the three months ended March 31, 2021, compared to $37 thousand during the same period in the prior

The reason for the decrease in the three months ended March 31, 2021 is due to the fact that on January 1, 2020, the Company

announced and began implementing certain cost reduction measures.

cost of revenues were $0 thousand for the three months ended March 31, 2021, with a slight decrease as compare to $4 thousand

during the same period in the prior year.

research and development expenses were $16 thousand for the three months ended March 31, 2021, as compared to $59 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended March 31, 2021 is due to the fact that

beginning on January 1, 2020, the Company announced and began implementing certain cost reduction measures.

selling and marketing expenses were $2 thousand for the three months ended March 31, 2021, as compared to $7 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended March 31, 2021 is due to the fact that on

January 1, 2020, the Company announced and begin implementing certain cost reduction measures.

general and administrative expenses decreased to $63 thousand for the three months ended March 31, 2021 as compared to $175 thousand

during the same period in the prior year.

Beginning on January 1, 2020, we announced and began implementing certain cost reduction

net financial expenses was $7 thousand for the three months ended March 31, 2021, compared to net financial income of $28 thousand

during the same period in the prior year.

The reason for the change is due to the US dollar exchange rate difference during the

three months ended March 31, 2021 as compared to the same period in the prior year.

In addition during December 2020 the company

entered into a Loan Agreement with certain investors which bearing an annually interest of 8%.

tax on income was $0 thousand for the three months ended March 31, 2021, which is a slight decrease compared to $2 thousand

during the same period in the prior year.

and Capital Resources

of March 31, 2021, we had current assets of $196 thousand consisting of $134 thousand in cash and cash equivalents, $21 thousand

in trade receivables, $14 thousand in other accounts receivables and, $27 thousand in prepaid expenses.

had $2,354 thousand in current liabilities consisting of $186 in other accounts payable and accrued liabilities, $54 Short term

loan $10 trade payable, and $2,104 payable to our parent company.

As of December

31, 2020, we had current assets of $225 thousand consisting of $148 thousand in cash and cash equivalents, $20

thousand in other receivables, $15 thousand in trade receivables and $42 thousand in prepaid expenses.

$2,303 thousand in current liabilities, which consisted of $177 in accounts payable and accrued liabilities, $22

trade payable, $2,054 payable to our parent company and $50 in Short term loan.

We had a negative working

capital of $2,158 thousand and $2,078 thousand as of March 31, 2021 and December 31, 2020, respectively.

Current liabilities as of March 31, 2021 were $2,354 thousand compared to $2,303 thousand as of December 31, 2020.

the three months ended March 31, 2021, we had negative cash flow from operations of $14 thousand which was mainly the result of

a net loss of $80 thousand, offset by decrease in working capital of $66 thousand.

the three months ended March 31, 2020, we had positive cash flow from operations of $10 thousand which was mainly the result of

a net loss of $174 thousand, offset by gains from the sale of a subsidiary and decrease in working capital of $187.

the three months ended March 31, 2021, we had none cash flow effect from investing activities as compared to a positive cash flow

effect from investing activities of $13 thousand as during the three mounts ended March 31, 2020.

are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise

funds through the issuance of shares of its common stock to affect a business combination.

The Company’s limited resources

and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital.

The Company’s

limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a

business combination may have a material adverse effect on the Company’s financial condition and future prospects, including

the ability to complete a business combination.

such time as the Company can generate substantial revenues, the Company expects to finance its cash needs through a combination

of the sale of its equity and/or convertible debt securities, debt financing and strategic alliances and collaborations.

does not have any committed external source of funds.

To the extent that the Company raises additional capital through the sale

of its equity and/or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of

these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.

financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions,

such as incurring additional debt, making capital expenditures or declaring dividends.

To the extent that debt financing ultimately

proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the

risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired

If the Company raises funds through additional collaborations or strategic alliances with third parties, we may have

to relinquish valuable rights to our future revenue streams and/or distribution arrangements.

No assurance can be given that any

future financing will be available or, if available, that it will be on terms that are satisfactory to the Company.

If the Company

is unable to raise additional funds through equity and/or debt financings when needed or on attractive terms, the Company may

be required to delay, limit, reduce or terminate the operations of some or all of its business segments.

Company has incurred $80 in net losses for the three months ended March 31, 2021, has $2,158 stockholders’

deficit as of

March 31, 2021 and $2,078 in total stockholders’

deficit as of December 31, 2020.

Management expects the Company to continue

to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial

resources and through additional raises of capital.

conditions raise substantial doubts about the Company’s ability to continue as a going concern.

Management’s plan

includes raising funds from outside potential investors.

However, there is no assurance such funding will be available to the

Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet

its objectives.

These financial statements do not include any adjustments relating to the recoverability and classification of

assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to

continue as a going concern.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

required for smaller reporting companies.

The extent to which the COVID-19 outbreak continues to impact the Company’s financial

condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions,

new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements