CITRINE GLOBAL, CORP. - Quarter Report: 2015 September (Form 10-Q)

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 September 30, 2015

Commission file number: 333-168527

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

Delaware	68-0080601
(State of Incorporation)	(I.R.S. Employer Identification No.)

40 Wall Street, 28th Floor, New York, NY	10005
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: (212) 400-7198

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company .

Large accelerated filer ¨

Accelerated filer ¨

Non-Accelerated filer ¨

Smaller reporting company x

On November 17, 2015, the Registrant had 107,119,173 shares of common stock outstanding.

TABLE OF CONTENTS

Item	Description	Page

	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS - UNAUDITED.	3
	Balance Sheets	3
	Statements of Operations	4
	Statements of Comprehensive Income (Loss)	5
	Statements of Cash Flows	6
	Notes to Unaudited Financial Statements	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	18
ITEM 4.	CONTROLS AND PROCEDURES.	18

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	18
ITEM 1A.	RISK FACTORS.	18
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	18
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	19
ITEM 4.	MINE SAFETY DISCLOSURE.	19
ITEM 5.	OTHER INFORMATION.	19
ITEM 6.	EXHIBITS.	19

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Balance Sheets
As of September 30, 2015 (Unaudited) and December 31, 2014
Back to Table of Contents
		September 30, 2105 (Unaudited)		December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	387,744	$	1,041,960
Certificate of deposit		635,416		639,979
Assets held for sale		-		106,686
Total current assets		1,023,160		1,788,625
Total assets	$	1,023,160	$	1,788,625

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	9,000	$	39,351
Deferred revenues		4,290		5,800
Related parties payable		-		18,000
Accrued interest payable		-		40,910
Convertible notes payable		-		201,000
Liabilities, related to assets held for sale		-		84,475
Total current liabilities		13,290		389,536

Long-term deferred revenues		-		2,852

Total liabilities		13,290		392,388

Stockholders' equity
Common stock, par value $0.0001 per share, 500,000,000 shares authorized:
107,119,173 and 92,049,512 shares issued and outstanding
at September 30, 2015 and December 31, 2014, respectively		1,073		921
Stock payable		169,647		169,647
Stock subscription receivable		(300)		(300)
Accumulated other comprehensive income (loss)		-		(4,279)
Non-controlling interest		-		(154,187)
Additional paid-in capital		8,340,667		7,646,699
Accumulated deficit		(7,501,217)		(6,262,264)
Total stockholders' equity		1,009,870		1,396,237
Total liabilities and stockholders' equity	$	1,023,160	$	1,788,625

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

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statements of Operations
For the Three and Nine-Month Periods Ended September 30, 2015 and 2014
(Unaudited)
Back to Table of Contents

		For the three		For the three		For the nine		For the nine
		months ended		months ended		months ended		months ended
		September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014

Revenues	$	1,438	$	1,462	$	4,362	$	4,362

Expenses
Research and development		-		(29,256)		(135,484)		(71,032)
General and administrative		(19,310)		(182,834)		(773,639)		(3,554,342)
Total operating expenses		(19,310)		(212,090)		(909,123)		(3,625,374)

Income (loss) from operations		(17,872)		(210,628)		(904,761)		(3,621,012)

Interest expense		(53)		(5,953)		(7,970)		(18,748)
Amortization of debt discount		-		(32,767)		-		(97,233)
Loss from extinguishment of debt		(60,182)		-		(60,182)		-
Loss on deconsolidation		(51,035)		-		(51,035)		-
Other income / (expense)		(16,038)		(95,639)		134,503		(68,685)
Financial income (expense)		(127,308)		(134,359)		15,316		(184,666)

Provision for income taxes		-		-		-		-

Net loss from continuing operations		(145,180)		(344,987)		(889,445)		(3,805,678)

Net loss from discontinuing operations		(59,946)		(81,765)		(349,508)		(222,819)

Net loss	$	(205,126)	$	(426,752)	$	(1,238,953)	$	(4,028,497)

Less: loss (income) attributable to non-controlling interest		-		40,881		-		111,409

Net loss attributable to BreedIT Corp. continuing operations	$	(205,126)	$	(385,871)	$	(1,238,953)	$	(3,917,088)

Net loss per common share - basic and diluted - continuing operations	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.04)

Net loss per common share - basic and diluted - discontinuing operations	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Net loss per common share - basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.05)

Weighted average number of common shares outstanding - basic		103,441,668		91,075,251		98,315,344		86,196,564

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

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statements of Comprehensive Income (Loss)
For the Three and Nine-Month Periods Ended September 30, 2015 and 2014
(Unaudited)
Back to Table of Contents

		For the three		For the three		For the nine		For the nine
		months ended		months ended		months ended		months ended
		September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014

Net loss	$	(205,126)	$	(426,752)	$	(1,238,953)	$	(4,028,497)

Change in unrealized foreign currency translation gain (loss)		(19,609)		(59)		(70,366)		3,241
Total comprehensive loss		(224,735)		(426,811)		(1,309,319)		(4,025,256)
Less: comprehensive loss attributable to non-controlling interest		-		40,881		-		111,409
Comprehensive loss attributable to BreedIT Corp.	$	(224,735)	$	(385,930)	$	(1,309,319)	$	(3,913,847)

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

BREEDIT CORP.
(Formerly Progaming Platforms Corp.)
Statements of Cash Flows
For the Nine-Month Periods Ended September 30, 2015 and 2014
(Unaudited)
Back to Table of Contents
		For the nine		For the nine
		months ended		months ended
		September 30, 2015		September 30, 2014
Operating Activities:
Net (loss)	$	(1,238,953)	$	(4,028,497)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization of debt discount		-		97,233
Investment accounted for using equity method		9,078		-
Loss on debt extinguishment		60,182		-
Loss on deconsolidation		51,035		-
Options issued for services		466,413		2,594,209
Warrants issued for services		11,156		59,072
Shares issued for services		114,600		496,801
Depreciation expense		-		1,614
Changes in net assets and liabilities:
Decrease (increase) in accounts receivable		30,270		(11,424)
Decrease (increase) in other current assets		4,563		-
(Decrease) increase in accounts payable		(225,761)		(5,864)
(Decrease) increase in related party payable		(18,000)		24,695
(Decrease) increase in accrued expenses		7,126		18,748
(Decrease) increase in deferred revenue		(4,290)		(4,362)
Other assets		-		(989,697)
Net cash used in operating activities		(732,581)		(1,747,472)

Investing activities:
Purchases of property and equipment		-		(7,564)
Decrease in cash from deconsolidation		(33,493)		-
Net cash provided by (used in) investing activities		(33,493)		(7,564)

Financing activities:
Proceeds from exercise of warrants		110,000		234,400
Donated capital - related party		13,020		2,040,900
Net cash provided by financing activities		123,020		2,275,300
Foreign currency adjustment		(70,366)		3,241

Net increase (decrease) in cash		(713,420)		523,505
Cash and cash equivalents - beginning of period		1,101,164		656,067
Cash and cash equivalents - end of period	$	387,744	$	1,179,572

Non cash transactions:
Conversion of debt to equity	$	249,036	$	4,000
Shares issued from stock payable	$	-	$	151,800
Cashless exercise of warrants	$	-	$	3

Additional information:
Cash paid for interest expenses	$	-	$	-
Cash paid for income taxes	$	-	$	-

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

BREEDIT CORP.
(formerly Progaming Platforms Corp.)
Notes to Unaudited Financial Statements
September 30, 2015 (Unaudited)
Back to Table of Contents

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

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

On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), BreedIT Israel's founder and minority stockholder, Dr. Oded Sagee ("Dr. Sagee") and Star Biotech Ltd, an Israeli company controlled by Dr. Sagee ("SB"). the Company and Dr. Sagee agreed to enter into the Separation Agreement based upon the determination by the Company that it had fulfilled its obligation to fund up to but not more than $1 million on behalf of BreedIT Israel but was not willing to continue to fund BreedIT Israel as a result of the financial condition and result of operations of BreedIT Israel and the estimate of future revenues presented by Dr. Sagee. The company agreed that its Equity Interest shall be diluted from sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. SB shall have the option to acquire the company's shares for the sum of $50,000 and in the event that the option is not exercised, SB shall pay the Company an amount equal to ten (10%) percent of BreedIT Israel's gross profits, for a period of three (3) years.

BreedIT Ltd. signed a binding agreement with a leading Israeli university granting BreedIT Ltd. the exclusive, world-wide license for a unique and highly sophisticated decision making software used for the purpose of advanced agriculture breeding (the "IDSS Software"). The business plan of the Company through its BreedIT Ltd subsidiary is to further develop and market the IDSS Software system globally to the agricultural breeding industry.

The accompanying unaudited financial statements of the Company are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for an air presentation have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2014 and the notes thereto included in the Company's Report on Form 10-K filed with the SEC on March 31, 2015.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of September 30, 2015 and December 31, 2014, we had cash and cash equivalents of $1,023,160 and $1,741,143 respectively. The December 31, 2014 balance includes cash of $59,204 included in assets held for sale on the balance sheet.

Certificate of Deposit

The certificates of deposit bear an interest rate of 0.02%, mature every 7 days and renew automatically at end of every period.

Revenue Recognition

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

Loss Per Common Share

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

Income Taxes

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

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

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

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2015 and 2014, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Property and Equipment

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

Computers and electronic equipment: 33%

Deferred Offering Costs

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

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of September 30, 2015, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Discontinued Operations

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

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of September 30, 2015 and December 31, 2014, and expenses for the nine months ended September 30, 2015 and 2014. Actual results could differ from those estimates made by management.

Impact of Recently Issued Accounting Standards

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 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.

Note 2. Discontinued Operation and Deconsolidation of Held Subsidiary

On August 28, 2015, the Company entered into a separation agreement with BreedIT Ltd., the Company's majority-owned subsidiary ("BreedIT Israel"), in which the company agreed that its Equity Interest shall be diluted from sixty-six and two-thirds (66 2/3%) percent to nineteen (19%) percent. Accordingly BreedIt Ltd. is no longer consolidated, a $51,035 loss was recorded on deconsolidation and the remaining 19% of investment was written off during deconsolidation.

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

		For the nine		For the nine
		months ended		months ended
		September 30, 2015		September 30, 2014

Revenues	$	40,330	$	-

Expenses
Research and development		-		-
General and administrative		(122,095)		(222,819)
Total operating expenses		(122,095)		(222,819)

Income (loss) from operations		(81,765)		(222,819)

Other income / (expense)		-		-
Financial income (expense)		-		-


Net loss	$	(81,765)	$	(222,819)

Assets:
Cash		-		59,204
Investment accounted for using equity method		-		10,339
Property and equipment, net		-		6,873
Other receivables		-		30,270
Total assets held for sale	$	-	$	106,686

Liabilities:
Accounts payable		-		84,475
Total liabilities related to assets held for sale	$	-	$	84,475

Note 3. Going Concern

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

Note 4. Property and Equipment

For the for the nine months ended September 30, 2015 total additions to property and equipment were $0, total accumulated depreciation is $947 and total depreciation expense for the nine months ended September 30, 2015 and 2014 was $0 and $1,614, respectively.

Following is a summary of property and equipment, as of September 30, 2015 and December 31, 2014.

	September 30, 2015	December 31, 2014
Computers	$947	$9,785
Accumulated depreciation	(947)	(2,912)
Property and Equipment, net	$0	$6,873

Note 5. Common Stock

On March 3, 2014 the Company issued 1,000,000 restricted shares of common stock in consideration for investor relations (IR) services provided to the Company. The shares were valued at $480,000 based on the closing price of the Company's common stock on the date of grant.

From January 23, 2014 to September 30, 2014 the Company sold to 10 non-US private accredited investors a total of 6,461,666 shares for cash consideration of $923,000 at an average price of $0.143.

From March 10, 2014 through September 30, 2014, the Company sold to 12 non-US private accredited investors, a total of 3,270,000 units for cash consideration of $667,750 at an average price of $0.204 (the "Units"), each unit comprised of one share of common stock, one class C warrant with 24 months term exercisable at a price of $0.35; The relative fair value of the stock with attached warrants was $189,300 for the common stock, $478,450 for class C warrants.

On February 24, 2014 and March 13, 2014 3 share and warrant holders exercised warrants and were issued 1,144,262 shares for cash consideration of $48,000.

On February 18, 2014 the Company issued to Dr. Oded Sagee minority owner and founder of BreedIT Ltd., 2,200,000 shares of our common stock valued based on the closing market price on the acquisition date at $151,800; 2,200,000 Class A options for the purchase of 2,200,000 shares of our common stock at $0.055 per share valued using the black-scholes model with volatility of 122% and a discount rate of 0.23% for a total value of $84,967; and 2,200,000 Class B options for the purchase of 2,200,000 shares of our common stock at $0.065 per share valued using the black-scholes model with volatility of 122% and a discount rate of 0.23% for a total value of $84,680.

During the period from February 19, 2014 to March 4, 2014, the Company granted a total of 5,050,000 stock options (the "Options") to 4 Company directors and officers who are also minatory owners. The Options, which are fully vested, are exercisable at a price of $0.05 per Share. 1,400,000 options were valued using the Black-Scholes model with 128% volatility and 2.17% discount rate and 3,650,000 were valued using the Black-Scholes model with 154% volatility and 2.17% discount rate for a total of $2,594,210.

On March 12, 2014 the Company issued 30,000 warrants with term of 36 months, exercisable at $0.60 per share to 1 entity in consideration for public relations services provided to the company. The warrants were valued using the Black-Scholes model with 117% volatility and 0.22% discount rate for a total of $16,134.

On April 1, 2014 and April 7, 2014 the Company sold to 2 private accredited investors, a total of 1,215,000 units for cash consideration of $250,150 at an average price of $0.206 (the "Units"), each unit comprised of one share of common stock, one class C warrant with 24 months term exercisable at a price of $0.35; The relative fair value of the stock with attached warrants was $61,984 for the common stock, $188,166 for class C warrants.

On May 8, 2014 the Company sold to 1 private accredited investor, a total of 666,667 units for cash consideration of $200,000 at a price of $0.30 (the "Units"), each unit comprised of one share of common stock, one class H warrant with 3 months term exercisable at a price of $0.30 and one class I warrant with 18 month term exercisable at price of $0.45; The relative fair value of the stock with attached warrants was $69,916 for the common stock, $130,085 for warrants.

On April 12, 2014 the Company issued 1,00,000 warrants, vesting over 12 quarters in equal amounts starting July 1, 2014 with term of 36 months from vesting date, exercisable at $0.35 per share to 1 entity in consideration for serving on the company's scientific advisory board. The warrants were valued using the Black-Scholes model with 273% volatility and 0.80% discount rate for a total of $391,335 of this amount $1,148 and $10,134, respectively, was expensed during the three and nine months ended September 30, 2015 with balance to be expensed over the remaining term.

On April 14, 2014 and on June 22, 2014 2 share and warrant holders exercised warrants for cash consideration of $140,000, in return 2,600,000 shares were issued.

During Q2 2014 one shareholder converted $4,000 of debt and accrued interest to 200,000 shares at a conversion price of $0.02 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.

Between September 9, 2014 and October 1, 2014 2 share and warrant holders exercised warrants for cash consideration of $51,500, in return 900,000 shares were issued.

On August 17, 2014 and October 28, 2014 the Company issued 136,000 restricted shares of common stock in consideration for investor relations (IR) services provided to the Company. The shares were valued at $26,040 based on the closing price of the Company's common stock on the date of grant.

On October 2, 2014, 850,000 the company granted a total stock options (the "Options") to 1 Company officer who is also minority owners. The Options, vest over 9 quarters and are exercisable at a price of $0.05 per Share. The options were valued using the Black-Scholes model with 281% volatility and 0.23% discount rate for a total value of $152,955 of this amount $12,245 and $36,734 was expensed during the three and nine months ended September 30, 2015, respectively, and $61,227 to be expenses over 5 additional quarters.

On January 25, 2015, the Company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 of this amount $71,230 and $429,679 was expensed during the three and nine months ended September 30, 2015, respectively.

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

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

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

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

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

On March 1, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation effecting a forward stock split of the Company's issued and outstanding shares of Common Stock at a ratio of ten-to-one (the "Forward Split"). The Certificate of Amendment provides that each outstanding share of the Company's Common Stock, par value $0.0001 per share, will be split and converted, automatically, without further action, into ten (10) shares of Common Stock of $0.00001 par value per share. The Forward Split has been reflected in the Company's financial statements for nine months ended September 30, 2015 and 2014.

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

Type	Quantity	Exercise Price	Term
Warrants Class B	16,100,260	$0.065	4-8 Months
Warrants Class C	1,395,000	$0.35	9-12 Months
Warrants Class I	666,667	$0.45	11 Months
ESOP options	11,900,000	$0.05	9-10 years
Total	30,061,927

Note 6. Revenue Recognition

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

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

As of September 30, 2015 and 2014, the Company recognized a total sum of $1,438 and $1,462, respectively, in revenues out of the total $119,000 license fees paid for both of the aforementioned agreements. The contract in the amount of $90,000 was canceled by the client; therefore we recognized the whole sum as revenues according to the terms of the agreement. The second contract grants the client licenses for a period of 5 years, accordingly $5,800 was recorded as revenues 2014 and $4,362 in 2015; the remaining sum of $4,290 was deferred on the Company's balance sheet as current liabilities, and is expected to be recognized over the remaining period of the agreements.

As of September 30, 2015 and 2014, no royalties have been paid by or recognized in connection with the aforementioned agreements.

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

Note 7. Investments

Investment accounted for using equity method

BreedIT Ltd recorded a 50% investment in KanaboSeed Ltd. made during Q4 2014, the remaining 50% of KanaboSeed Ltd is held by Seach Ltd.. KanaboSeed was formed to research and develop new breeds of medical Cannabis to meet the requests of physicians and other medical practitioners. Strains developed under the KanaboSeed brand will be commercialized directly, while those created for third parties will generate royalty payments.

As of September 30, 2015, the net loss for KanaboSeed Ltd is $18,156 of this BreedIt Ltd.'s portion of the loss is $9,078, since the investment was held by the deconsolidated sub that the company only has 19% ownership of, all BreedIt Ltd. assets and liabilities were written off due to the deconsolidation.

Note 8. Related Party Transactions

On January 23, 2014 to September 30, 2014 the Company sold to 1 non-US private accredited investor who is also an affiliated party 300,000 shares for total cash consideration of $30,000 at price of $10.00.

On April 14, 2014 1 share and warrant holder who is an affiliate party exercised warrants for cash consideration of $110,000, in return 2,000,000 shares were issued.

On October 2, 2014 850,000 the company granted a total stock options (the "Options") to 1 Company officer who is also minority owners. The Options, vest over 9 quarters and are exercisable at a price of $0.05 per Share. The options were valued using the Black-Scholes model with 281% volatility and 0.23% discount rate for a total value of $152,955 of this amount $12,245 and $24,490 was expensed during the three and nine months ended September 30, 2015, respectively, and $73,472 to be expenses over 6 additional quarters.

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

During the nine months ended September 30, 2015 BreedIt Ltd, the company's subsidiary, received $13,020 for use of its software from KanaboSeed Ltd, a related company. Accordingly $13,020 were included as donated capital, BreedIT Ltd holds 50% of KanaboSeed Ltd.

Note 9. Convertible and Non - Convertible Notes Payable

During the year ended December 31, 2014 a convertible note of $3,200 along with $800 of accrued interest was converted to 200,000 shares of common stock at $0.02 per share. The conversion occurred within the terms of the convertible note agreement with no gain or loss recorded on the conversion.

During the nine months ended September 30, 2015 and September 30, 2014, the Company recorded amortization expenses related to the beneficial conversion feature of $0 and $97,233 respectively.

For the three and nine months ended September 30, 2015, the Company recorded interest expense related in the amount of $53 and $7,970, respectively, as compared to $5,953 and $18,748 for the three and nine months ended and September 30, 2014, respectively.

The remaining debt discount as of September 30, 2015 and December 31, 2014 is $0 and $0, respectively.

Note 10. Subsequent Events

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

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

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

FORWARD-LOOKING STATEMENTS

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

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

Executive Overview

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

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

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

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

We believe that we have sufficient cash on hand to allow us to market our IDSS Software to potential clients and remain in business throughout 2015. If after that we are unable to generate significant revenues for any reason, or if we are unable to make a reasonable profit, we may have to suspend or cease operations.

Results of Operations during the three and nine months ended September 30, 2015 as compared to the three and nine months ended September 30, 2014

During the three and nine months ended September 30, 2015, we generated revenues of $1,438 and $4,362 compared to $1,462 and $4,362 for the three and nine months ended September 30, 2014 respectively.

Our research and development expenses decreased to $0 during the three ended September 30, 2015 compared to $29,256 during the same period in the prior year and increased to $135,484 during the nine months ended September 30, 2015 compared to $71,032 during the same period in the prior year. The significant increase during the nine months ended September 30, 2015 was due to research and development expenses in BreedIT Ltd. subsidiary and the significant decrease during the three months ended September 30, 2015 was due to the deconsolidation.

Our general and administrative expenses during the three and nine months ended September 30, 2015 were $19,310 and $773,639 as compared to $182,834 and $3,554,342 during the same period in the prior year. The significant decrease was due to decreased non-cash compensation to non-related and related parties and due to the deconsolidation the BreedIT Ltd. subsidiary.

We incurred a net loss of $205,126 and $1,238,953 attributable to BreedIT Corp during the three and nine months ended September 30, 2015 compared to a net loss of $426,752 and $4,028,497 in same period in the prior year.

Purchase or Sale of Equipment

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

Liquidity and Capital Resources

Our balance sheet as of September 30, 2015 reflects current assets of $1,023,160 consisting of cash and cash equivalents of $1,023,160. As of December 31, 2014, we had current assets of $1,788,625 consisting of cash and cash equivalents of $1,681,939 and $106,868 in assets held for sale.

As of September 30, 2015, we had total current liabilities of $13,290 consisting of $9,000 in accounts payable and $4,290 in deferred revenues.

As of December 31, 2014, we had total current liabilities of $389,536 consisting of $39,351 in accounts payable and accrued liabilities, $18,000 due to related parties, $40,910 accrued interest payable and $5,800 in deferred revenues and $201,000 in convertible notes payable, net of discount and $84,475 of liabilities related to assets held for sale.

As of September 30, 2015 and December 31, 2014 we had, respectively, $0 and $2,852 in long-term deferred revenues.

We had positive working capital of $1,009,870 as of September 30, 2015 compared to positive working capital $1,399,089 at December 31, 2014. Such working capital has been sufficient to sustain our operations to date. Our total liabilities as of September 30, 2015 were $13,290 compared to $392,388 at December 31, 2014.

During the nine months ended September 30, 2015, we used $732,581 in our operating activities. This resulted from a net loss of $1,238,953, decrease increase in accounts payable of $225,761, decrease increase in related party payables of $18,000 and decrease in deferred revenues of $4,290 offset by investment accounted for using equity method of $9,078, loss on debt extinguishment of $60,182, loss on deconsolidation of $51,035, options granted of $466,413, warrants granted of $11,156, shares for services of $114,600, decrease in accounts receivable of $30,270, decrease in other current assets of $4,563 and decrease in accrued expenses of $7,126.

During the nine months ended September 30, 2015, we used $33,493 from decrease in cash paid for deconsolidation.

During the nine months ended September 30, 2015 we financed our negative cash flow from operations through the proceeds from exercise of warrants in the amount of $110,000 and from donated capital in the amount of $13,020.

During the nine months ended September 30, 2014, we used $1,747,472 in our operating activities. This resulted from a net loss of $4,028,497, increase in other assets of $989,697, decrease in account payable of $5,864, increase in accounts receivable of $11,424 and decrease in deferred revenues of $4,362 and offset principally by options issued for services of $2,594,209, expense related to non-cash compensation of $555,873, increase in accrued expenses of $18,748, increase in related parties payable of $24,695, amortization expenses related to debt discount of $97,233 and depreciation expense of $1,614.

During the nine months ended September 30, 2014, we used $7,564 from investing activities which resulted from purchase of property and equipment.

During the nine months ended September 30, 2014 we financed our negative cash flow from operations through the proceeds from exercise of warrants in the amount of $234,400 and from sale of common stock in the amount of $2,040,900.

While management of the Company believes that the Company will be successful in its current and planned operating activities, there can be no assurance that the Company will be successful in the achievement of sales of its products that will generate sufficient revenues to earn a profit and sustain the operations of the Company. The Company intends to conduct additional capital formation activities through the issuance of its common stock in 2014 unless and until we begin to generate revenues from our IDSS Software.

Our ability to create sufficient working capital to sustain us over the next twelve month period, and beyond, is dependent on our entering into additional licensing agreement and on our success in issuing additional debt or equity, or entering into strategic arrangement with a third party. There can be no assurance that sufficient capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

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 September 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

InIn 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 PROCEED Back to Table of Contents

On January 25, 2015 the company granted a total of 6,000,000 stock options (the "Options") to 3 Company officers who are also minority owners and 1 employee. The Options, vest over 2 quarters and are exercisable at a price of $0.10 per Share. The options were valued using the Black-Scholes model with 241% volatility and 1.33% discount rate for a total value of $429,679 of this amount $71,230 and $429,679 was expensed during the three and nine months ended September 30, 2015.

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

On March 15, 2015 two note holders converted $145,885 of debt and accrued interest to 2,917,698 shares at a conversion price of $0.05 per share. The conversion occurred within the terms of the convertible note agreements with no gain or loss recorded.

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

On August 10, 2015 five note holders converted $103,150 of debt and accrued interest to 8,251,963 shares at a conversion price of $0.0125 per share. The conversion occurred within the terms of the convertible note agreements with $60,182 loss recorded on debt extinguishment relating to these note conversion.

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

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

None.

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

Not applicable.

ITEM 5. OTHER INFORMATION Back to Table of Contents

Not applicable.

ITEM 6. EXHIBITS Back to Table of Contents

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

Exhibit No.	Description
3.1	Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).
3.1.1	Certificate of Amendment of Certificate of Incorporation (Incorporated by reference from our Periodic Report on Form 8-K filed on March 1, 2012).
3.2	Bylaws (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).
4.1	Specimen ordinary share certificate (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).
10.6	Preliminary Agreement between the Registrant, BreedIT and Oded Sagee dated August 15, 2013, filed with the Registrant's Form 8-K on August 19, 2013.
10.7	Share Purchase Agreement between the Registrant, BreedIT and Oded Sagee dated October 20, 2013, filed with the Registrant's Form 8-K on October 21, 2013.
31.1	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Itschak Shrem, filed herewith.
31.2	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, filed herewith.
32.1	Section 906 of the Sarbanes-Oxley Act of 2002 of Itchak Shrem, filed herewith
32.2	Section 906 of the Sarbanes-Oxley Act of 2002 of Oded Gilboa, filed herewith

SIGNATURES

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

BREEDIT CORP.

By: /s/ Itschak Shrem
Itschak Shrem
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November 17, 2015

By: /s/ Oded Gilboa
Oded Gilboa
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: November 17, 2015

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

By: /s/ Itschak Shrem
Itschak Shrem
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: November 17, 2015

By: /s/ Oded Gilboa
Oded Gilboa
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: November 17, 2015

By: /s/ Itschak Shrem, Chairman
Itschak Shrem
Date: November 17, 2015