U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

Amendment No.
2



ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2011



Medisafe 1 Technologies Corp

(Exact name of small business issuer
as specified in its charter)



|Delaware                 |  | 46-0523031              
|------------------------ |  | ------------------------
|(State of incorporation) |  | (IRS Employer ID Number)



c/o Jacob Elhadad

5a Hataltan Street

Jerusalem , Israel 96926

(Address of principal executive offices)



Phone Number 972-77-3318877

Fax Number 972-77-3318879



Securities registered pursuant to
Section 12(b) of the Exchange Act:

None



Securities registered pursuant to
Section 12(g) of the Exchange Act:

None Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes£NoS



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 past 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. YesSNo£



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files ) Yes ̈No ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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



|Large accelerated filer ̈                      | Accelerated filer ̈        
|--------------------------------------------- | --------------------------
|Non-accelerated filer ̈                        | Smaller reporting companyx
|(Do not check if a smaller reporting company) |                           



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).

Yes   Nox



The number of shares of the issuer’s common stock
issued and outstanding as of  March 29, 2011 was 257,790,993 shares.



State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed fiscal
quarter. $1,285,000 based upon $0.005 per share which was the last price at which the common equity purchased by non-affiliates
was last sold.



Documents Incorporated By Reference:  None











TABLE OF CONTENTS



|           |                                                                                                              | Page
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I     |                                                                                                              | 3   
|Item 1     | Business                                                                                                     | 3   
|Item 1A    | Risk Factors                                                                                                 | 4   
|Item 1B    | Unresolved Staff Comments                                                                                    | 5   
|Item 2     | Properties                                                                                                   | 5   
|Item 3     | Legal Proceedings                                                                                            | 5   
|           |                                                                                                              |     
|PART II    |                                                                                                              | 5   
|Item 4     | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5   
|Item 5     | Selected Financial Data                                                                                      | 6   
|Item 6     | Management’s Discussion and Analysis of Financial Condition and Results of Operation                         | 6   
|Item 6A    | Quantitative and Qualitative Disclosures About Market Risk.                                                  | 10  
|Item 7     | Financial Statements and Supplementary Data                                                                  | F-1 
|Item 8     | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 11  
|Item 8A(T) | Controls and Procedures                                                                                      | 11  
|Item 8B    | Other Information                                                                                            | 12  
|           |                                                                                                              |     
|PART III   |                                                                                                              | 13  
|Item 9     | Directors, Executive Officers and Corporate Governance                                                       | 13  
|Item 10    | Executive Compensation                                                                                       | 15  
|Item 11    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 15  
|Item 12    | Certain Relationships and Related Transactions, and Director Independence                                    | 16  
|Item 13    | Principal Accountant Fees and Services                                                                       | 17  
|           |                                                                                                              |     
|PART IV    |                                                                                                              | 17  
|Item 14    | Exhibits and Financial Statement Schedules                                                                   | 17  
|SIGNATURES |                                                                                                              | 18  



2







PART I



Item 1.  Business.

As used in this Annual Report on Form 10-K (this “Report”),
references to the “Company,” the “Registrant,” “we,” “our,” “us” or
“Medisafe 1 Technologies Corp   Corp, unless the context otherwise indicates refer to Medisafe 1 Technologies Corp.,
a Delaware corporation .



Forward-Looking Statements



This Report contains forward-looking statements. For
this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking
statements. Forward-looking information includes statements relating to future actions, prospective products, future performance
or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies,
financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters.
You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology
such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,”
“estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,”
or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides
a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves
without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to differ materially from those projected in the information.



These forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking
statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general
economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether
we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to
successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.”
We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities
laws.



Corporate Background



We were incorporated in Delaware on July 7, 2009 and
are a development stage company. On July 15, 2009, we entered into an exclusive worldwide patent sale agreement (the "Patent
Transfer and Sale Agreement") with Yisrael Elhadad and Yisrael Gottlieb , pursuant to which we purchased Patent Number: 7,347,841   (the
“Patent” )which relates to  a medical assembly and a protector, or locking mechanism, that is intended to
ensure that no substances can be released from the hypodermic needle without positive pre-matching between the substance and the
specific patient. The Patent is the cornerstone of our business.  The Medisafe technology has the potential to be adopted
as a standard in all major markets, making a decisive contribution towards the elimination of errors from injectable medication.
The Patent was acquired by us in exchange for the payment to Yisrael Elhadad and Yisrael Gottlieb  (our director
and chief financial officer) of  US $100,000 (One Hundred Thousand United States Dollars), The Medisafe 1 Technologies
Corporation invention, based on the Patent, is a medical assembly which may effectively prevent unauthorized administration of
a drug or medicinal substance by hypodermic needle. It accomplishes this by taking a medical assembly and incorporating a locking
mechanism that is intended to ensure the substance cannot be released from the hypodermic needle without positive pre-matching
between the substance and the specific patient, identified by bar-coding or other identification technology. Since some human interaction
will be required in the labeling, administering, and using the intended device, Medisafe 1 cannot entirely remove the risk of human
error. It is expected that the system can be applied not only to hypodermic needles, but also to any assembly for storing any kind
of medicine.



The Company has developed  a fully operational working
valid prototype with PIA Electronics Ltd and has agreed to pay  PIA  Electronics a commission based upon sales revenue  in
the amount of 10% of all future royalties from the sale and / or licensing of the technology which is based on the working prototype 
manufactured by PIA Electronics Ltd.  To date, no products encompassing the patented technology have been sold.



Business Summary



We were incorporated in Delaware on July 7, 2009 and
we are a development stage company. To date we have had limited activities.  We are in the process of establishing a
business engaged in the manufacture and distribution of products based upon our patented medical assembly and a protector, or locking
mechanism, that is intended to ensure that no substance can  be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient using a patented technology.



3







A Patent Transfer and Sale Agreement was signed between
Yisrael Elhadad, Yisrael Gottlieb and Medisafe 1 Technologies Corp. on July 15, 2009, assigning to us. exclusive rights, title
and interest in and to the Patent and all Intellectual Property rights related thereto , free and clear of any lien, charge, claim,
preemptive rights, etc. for a medical assembly and a protector, or locking mechanism, that is intended to ensure that no substance
can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient. We have
developed  a fully operational working valid prototype with PIA Electronics Ltd .



The principle features of the prototype design include
a protector which fits over a proportion of the medicine assembly, a bar code and locking element, an electrically operated device
to control the locking element, and a connection to a bar code reader. Finally, the protector includes an enclosure that surrounds
a container of medicine, whether it be intended for oral intake, transdermal delivery or any other kind of medicinal administration.



The invention, based on the Patent represents a medical
assembly which may effectively prevent unauthorized administration of a drug or medicinal substance by hypodermic needle. It accomplishes  this
by taking a medical assembly and incorporating a locking mechanism that is intended to ensure that no substance cant be released
from the hypodermic needle without positive pre-matching between the substance and the specific patient, identified by bar-coding
or other identification technology. We believe that the system can be applied for various other uses.  We expect the
system to be applied not only to hypodermic needles, but also to any assembly for storing any kind of medicine. Since some human
interaction will be required in the labeling, administering, and using the intended device, Medisafe 1 cannot entirely remove the
risk of human error.



The bar code may be printed on any suitable portion of
the protector. The term "bar code" refers not just to a straightforward bar code, but to any optically or machine readable
code or character, such as a magnetic strip or computer-recognizable code.



The locking element is electrically operated and opened
by means of a bar code reader which reads the bar code and generates an appropriate electrical signal. The electrically operated
element may be a solenoid, or alternatively it may be mechanically-operated, hydraulically-operated or pneumatically or any combination
thereof. The protector may include more than one section, each selectively lockable to one another by means of a locking element.



Importantly, the bar code may be specific to a certain
patient and certain medicine. The medical practitioner should be able to use the bar code reader to read the bar code prior to
using the medicine assembly. The locking element will only open if the bar code read by the bar code reader is associated with
the correct patient and medicine.



On July 12, 2009, the Company issued 30,000,000 shares
(post forward stock split) of its common stock to three individuals who are directors and officers for proceeds of $600.



The Company  filed a Registration Statement on Form
S-1 with the Securities and Exchange Commission ( the “SEC”) on March 11, 2010  to register and sell in a
self-directed offering 20,000,000 shares (post forward stock split) of newly issued common stock at an offering price of $0.005(
post forward split) per share for proceeds of up to $100,000. The Registration Statement was declared effective March 11, 2010.
On June 1, 2010 the Company issued 20,000,000 shares (post forward stock split) of common stock pursuant to the Registration Statement
on Form S-1, and received proceeds of $100,000.  The Company incurred $20,000 of deferred offering costs related to this capital
formation activity.



On September 20, 2010, the Company implemented a 5 for 1
forward stock split on its issued and outstanding shares of common stock to the holders of record as of September 17, 2010. As
a result of the split, each holder of record on the record date automatically received four additional shares of the Company’s
common stock for each share held. After the split, the number of shares of common stock issued and outstanding were 50,000,000
shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward
stock split.



The Company is in discussions with various Hospitals
and Medical clinics for the implementation of its proprietary technology as part of a pilot and at the same time is also in discussions
with various medical manufacturers in the health care industry regarding the possibility of  licensing of its technology
accordingly; however there can be no assurance that such discussions will be successful.



Employees



Other than our current Directors and officers, we
have two part -time consultants.



Transfer Agent



We have engaged Nevada Agency and Trust as our stock
transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775)
322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions
in connection with our issued and outstanding common stock.



Item 1A. Risk Factors



In addition to the risk factors described in our Registration
Statement on Form S-1, as filed with the Securities and Exchange Commission, and although smaller reporting companies are not required
to provide disclosure pursuant to this Item, your attention is directed to the following risk factors that relate to our business.



4







We do not have sufficient cash to fund our operating
expenses for the next twelve months, and plan to seek funding through the sale of our common stock. Without significant improvement
in the capital markets, we may not be able to sell our common stock and funding may not be available for continued operations.



There is not enough cash on hand to fund our administrative
and other operating expenses or our proposed additional  research and development program for the next twelve months. In addition,
we will require substantial new capital following the development of a strategic marketing plan for bringing our product to global
markets in order to actually market, arrange for the manufacturing of, and sell our product. Because we do not expect to have any
cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in the form of
loans from current stockholders and/or from public and private equity offerings. Our ability to access capital will depend on our
success in implementing our business plan. It will also depend upon the status of the capital markets at the time such capital
is sought. Without significant improvement in the capital markets, sufficient capital may not be available and the implementation
of our business plan could be delayed. If we are unable to raise additional funds in the future, we may have to cease all substantive
operations.



Our auditors have expressed substantial doubt about
our ability to continue as a going concern, and if we do not raise additional funds, we may have to suspend or cease operations
within twelve months.



Our independent accountants in their audit report
for the financial statements for the years ended December 31, 2011 and 2010 have expressed substantial doubt about our ability
to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financing activities
or to generate profitable operations. Such capital formation activities may not be available or may not be available on reasonable
terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We believe
that if we do not raise additional funds, we may have to suspend or cease operations within twelve months. Therefore, we may
be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may
lose some or all of their investment in the Company.



We have developed a prototype that we believe will be
accepted by the market; however to date we have not had anyone interested in purchasing products made based upon the prototype
If we are unable to successfully market the prototype, we may need to change our line of business, which could result in the loss
of your total investment.



Item 1B.  Unresolved Staff Comments



None



Item 2.  Properties



Our Principal executive offices are located at 5 Hataltal
Street Jerusalem Israel  96926. This location is the home of our Director and we have been allowed to operate out of such
location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating
needs.



Item 3.  Legal Proceedings.



There are no pending legal proceedings to which the Company
is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of
any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.



Item 4. Removed and Reserved



PART II



|Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------



Market Information



Our common stock has been eligible to be traded on the
Over-The-Counter Bulletin Board since June 23 2010, under the ticker symbol  MFTH  The Company started trading
on August 13 . The high/low for the quarter was $0.034 / $0.0025 ccordingly



5







Holders



As of  March 29, 2011, there were
257,790,993 common shares issued and outstanding, which were held by  14 stockholders of record.



Dividends



We have never declared or paid any cash dividends on
our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings
to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the
board considers relevant.



Equity Compensation Plans



We do not have any equity compensation
plans. However, we have issued shares of common stock  to consultants as compensation for various consulting services performed by such outside consultants. ( see Recent Sales of
Unregistered Securities )



Recent Sales of Unregistered Securities; Use of Proceeds
from Registered



On January 1, 2011, the Company entered into an agreement
with a director and officer of the Company. As payment for services, the Company issued 1,000,000 shares of its unregistered
common stock on said date valued at $200,000 or $0.20 per share based on the current market price less a discount for restricted
trading.



On February 23, 2011, the Company issued 91,033 shares
of its unregistered common stock as payment for legal services. The shares were valued at $20,000.



On April 12, 2011, the Company entered into an agreement
with a director and officer of the Company. As payment for services, the Company issued 2,000,000 shares of its unregistered
common stock on said date valued at $210,000 or $0.105 per share based on the current market price less a discount for restricted
trading.



On April 12, 2011, the Company issued 925,536 shares
of its unregistered common stock as payment for services. The shares were valued at $150,000.



On May 15, 2011, the Company entered into an agreement
with a director and officer of the Company. As payment for services, the Company issued 500,000 shares of its unregistered
common stock on said date valued at $35,000 or $0.07 per share based on the current market price less a discount for restricted
trading.



On September 27, 2011, the Company entered into an agreement
with a director and officer of the Company. As payment for services, the Company issued 20,000,000 shares of its unregistered
common stock on said date valued at $125,000 or $0.0063 per share based on the current market price less a discount for restricted
trading.



On September 27, 2011, the Company issued 15,000,000
shares of its unregistered common stock as payment for services. The shares were valued at $93,750 or $0.0063 per share based on
the current market price less a discount for restricted trading.



On November 28, 2011, the Company filed a certificate
of amendment of certificate of incorporation with the state of Delaware to increase the amount of authorized common stock to 500,000,000
shares.



The transactions referred to in this section are exempt
from registration pursuant to an exemption from registration provided by Regulation S of the Securities Act of 1933, as amended



Purchases of Equity Securities by the Small Business
Issuer and Affiliated Purchasers



We have not repurchased any shares of our common stock
during the fiscal year ended December 31, 2011.



Item 6. Selected Financial Data.



A smaller reporting company is not required to provide
the information required by this item.



Item 7.   Management’s Discussion
and Analysis of Financial Condition and Results of Operations.



Certain statements contained in this Annual Report, including
statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily
with respect to the future operating performance of  Medisafe 1 Technologies Corp and the services we expect to offer and
other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements.
Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by
us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements
include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.



All forward-looking statements speak only as of the date
on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that
exist after the date on which they are made.



This Management’s Discussion and Analysis of Financial
Condition and Results of Operations (“MD&A”) section of this Report discusses our results of operations, liquidity
and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with
our audited financial statements and accompanying notes included in this Report. This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under “Risk
Factors” or elsewhere in this Report.



6







Plan of Operationsee above



We are a developmental stage company and have only recently
commenced operations.  To date, we have not generated any revenue.  Our principal business to date has been
the acquisition  of the Patent and the development of a prototype.    The cornerstone of our business
plan is our Patent.



A Patent Transfer and Sale Agreement was signed between
Yisrael Elhadad, Yisrael Gottlieb and Medisafe 1 Technologies Corp. on July 15, 2009, granting Medisafe 1 Technologies Corp. exclusive
right, title and interest in and to the Patent Application (Patent Number: 7,347, 841) and all Intellectual Property rights related
thereto, free and clear of any lien, charge, claim, preemptive rights, etc. for a medical assembly and a protector, or locking
mechanism, that is intended to ensure that no substance can be released from the hypodermic needle without positive pre-matching
between the substance and the specific patient.  We have developed  a fully operational working valid prototype
with PIA Electronics Ltd .



The principle features of the prototype  design
include a protector which fits over a proportion of the medicine assembly, a bar code and locking element, an electrically operated
device to control the locking element, and a connection to a bar code reader. Finally, the protector includes an enclosure that
surrounds a container of medicine, whether it be intended for oral intake, transdermal delivery or any other kind of medicinal
administration.



The invention, based on a patented technology, will represent
a medical assembly which may effectively prevent unauthorized administration of a drug or medicinal substance by hypodermic needle.
It will accomplish this by taking a medical assembly and incorporating a locking mechanism that is intended to ensure the substance
cannot be released from the hypodermic needle without positive pre-matching between the substance and the specific patient, identified
by bar-coding or other identification technology. The system is expected to be applied not only to hypodermic needles, but also
to any assembly for storing any kind of medicine. Since some human interaction will be required in the labeling, administering,
and using the intended device, Medisafe 1 cannot entirely remove the risk of human error.



The bar code may be printed on any suitable portion of
the protector. The term "bar code" refers not just to a straightforward bar code, but to any optically or machine readable
code or character, such as a magnetic strip or computer-recognizable code.



The locking element will be electrically operated and
opened by means of a bar code reader which reads the bar code and generates an appropriate electrical signal. The electrically
operated element may be a solenoid, or alternatively it may be mechanically-operated, hydraulically-operated or pneumatically or
any combination thereof. The protector may include more than one section, each selectively lockable to one another by means of
a locking element.



Importantly, the bar code may be specific to a certain
patient and certain medicine. The medical practitioner should be able to use the bar code reader to read the bar code prior to
using the medicine assembly. The locking element will only open if the bar code read by the bar code reader is associated with
the correct patient and medicine.



The Company has developed  a fully operational working
valid prototype with PIA Electronics Ltd whereby for PIA  Electronics have been granted  a commission from the Company
in the amount of 10% of all future royalties from the sale and / or licensing of the technology which is based on the working prototype 
manufactured by PIA Electronics Ltd. To date, no products encompassing the patented technology have been sold.



The Company is in discussions with various Hospitals
and Medical clinics for the implementation of its proprietary technology as a pilot and after having gained National recognition
at MEDICA the worlds largest Medical Heath Exhibition, in November 2009  is also in discussions with various medical manufacturers
in the health care industry for the possibiliy of  licensing its technology.



Liquidity and Capital Resources



To date, we have financed our operations from the sale
of our common stock and a note and contributions from related parties.  However, we will need additional funding in order
to pursue our business objectives.



As of December 31, 2011, we had  $528  in cash
as compared to $56,155  in cash as of December 31, 2010. We incurred a net loss of $1,343,786 for the year ended
December 31, 2011 as compared with a net loss of $264,735  for the year ended December 31 2010.  This increase was mainly
attributable to the professional and consulting fees which increased in 2011. Our cumulative net loss since inception is $1,730,635,
which is comprised mainly of general and administrative expenses.



The Company does not believe
that its cash resources will be sufficient to fund its expenses  and pay its liabilities over the next 12 months.
There can be no assurance that additional capital will be available to the Company. The Company currently is in discussions
with certain financial entities for equity funding. Since the Company has no such arrangements  in effect, its inability
if as such to raise funds for the above purposes will have a severe negative impact on its ability to remain a
viable company.



On January 10, 2011, the Company signed a $27,500 convertible
promissory note with a third party.  The note bears interest at 8% per annum and is due on October 15, 2011.  The note
has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance
into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common
Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $15,872 was paid on July
25, 2011.



On April 1, 2011, the Company signed a $27,500 convertible
promissory note with a third party.  The note bears interest at 8% per annum and is due on December 31, 2011.  The note
has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance
into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common
Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $14,822 was paid on October
11, 2011.



On May 10, 2011, the Company signed a $53,000 convertible
promissory note with a third party.  The note bears interest at 8% per annum and is due on February 10, 2012.  The note
has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance
into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common
Stock during the most recent ten day period.



On August 23, 2011, the Company signed a $32,500 convertible
promissory note with a third party.  The note bears interest at 8% per annum and is due on June 2, 2012.  The note has
conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance
into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices for the Common
Stock during the most recent ten day period.



On November 3, 2011, the Company signed a $30,000 convertible
promissory note with a third party.  The note bears interest at 8% per annum and is due on August 2, 2012.  The note
has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance
into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices for the Common
Stock during the most recent ten day period.



On November 23, 2011, the Company signed a $50,000 convertible
promissory note with a third party.  The note bears interest at 8% per annum and is due on August 2, 2012.  The note
has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance
into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices for the Common
Stock during the most recent ten day period.



7







Lack of Insurance



The Company currently has no insurance in force for its
office facilities and operations and it cannot be certain that it can cover the risks associated with such lack of insurance or
that it will be able to obtain and/or maintain insurance to cover these risks at economically feasible premiums.



Going Concern Consideration



Our registered independent auditors have issued
an opinion on our financial statements which includes a statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay
our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated
until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product.
We must raise capital to implement our project and stay in business.



Recently issued accounting pronouncements



In March 2008, the FASB issued FASB Statement No. 161,
(FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.” 
SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted
for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments
and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Specifically,
SFAS No. 161 (FASB ASC 815) requires:



| | · | disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| | · | disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;                           
| | · | disclosure of information about credit-risk-related contingent features;                                                          
| | · | and cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.         



SFAS No. 161 (FASB ASC 815) is effective for fiscal years
and interim periods beginning after November 15, 2008.  Earlier application is encouraged.  The management of the Company
believes  the adoption of this pronouncement does not  have a material impact on its financial statements.



On May 9, 2008, the FASB issued FASB Statement No. 162,
(FASB ASC 105) “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS No. 162 (FASB ASC 105) is intended
to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used
in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”)
for nongovernmental entities.



Prior to the issuance of SFAS No. 162 (FASB ASC 105),
GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.” 
SAS No. 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS No. 162 (FASB ASC 105)
addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the
auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with
GAAP.



The sources of accounting principles that are generally
accepted are categorized in descending order as follows:



| | a. | FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.
| | -- | ----------------------------------------------------------------------------------------------------------------------------



| | c. | AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8







SFAS No. 162 (FASB ASC 105) is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendment to its authoritative literature. It is only
effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities
and federal governmental entities. The management of the Company believes  the adoption of this pronouncement does not  have
a material impact on its financial statements On May 26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944) “Accounting
for Financial Guarantee Insurance Contracts.” SFAS No. 163 (FASB ASC 944) clarifies how FASB Statement No. 60, “Accounting
and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued
by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires
expanded disclosures about financial guarantee insurance contracts.



The accounting and disclosure requirements of SFAS No.
163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements
by creating consistency.  Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance
enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.”  That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred
under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”).  SFAS No. 163 (FASB ASC
944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation.  It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance
enterprise’s surveillance or watch list.



SFAS No. 163 (FASB ASC 944) is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except
for disclosures about the insurance enterprise’s risk-management activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after issuance of SFAS No. 163 (FASB ASC 944).  Except
for those disclosures, earlier application is not permitted. The management of the Company believes  the adoption
of this pronouncement does not  have a material impact on its financial statements



On May 22, 2009, the FASB issued FASB Statement No. 164,
(FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to
improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides
in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. 
To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:



| | a. | Determines whether a combination is a merger or an acquisition.                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Applies the carryover method in accounting for a merger.                                                                                                   
| | c. | Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.                    
| | d. | Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.



This Statement also improves the information a not-for-profit
entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and
Other Intangible Assets, to make it fully applicable to not-for-profit entities.



SFAS No. 164 (FASB ASC 958) is effective for mergers
occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  The management of
the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.



On May 28, 2009, the FASB issued FASB Statement No. 165,
(FASB ASC 855) “Subsequent Events.”  SFAS No.  165 (FASB ASC 855) establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available
to be issued.  Specifically, Statement 165 (FASB ASC 855) provides:



| | 1. | The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.                                                             
| | 3. | The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.                                                                                             



In accordance with this Statement, an entity should apply
the requirements to interim or annual financial periods ending after June 15, 2009.  The adoption of this pronouncement did
not have a material impact on the financial statements of the Company.



In June 2009, the FASB issued FASB
Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.” 
SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related to transferred financial assets.  It eliminates
the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets,
and requires additional disclosures.



This statement is effective for financial asset transfers
occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009.   The management
of the Company believes  the adoption of this pronouncement does not  have a material impact on its financial
statements



In June 2009, the FASB issued FASB Statement No. 167,
(FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 (FASB ASC 810) amends certain requirements
of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines
when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. 
The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s
purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s
economic performance.



This statement is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15, 2009.   The management of
the Company believes  the adoption of this pronouncement does not  have a material impact on its financial
statements



In June 2009, the FASB issued FASB Statement No. 168,
(FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles -
a replacement of FASB Statement No. 162.”  SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification
(the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting
principles (“GAAP”).  The Codification did not change GAAP but reorganizes the literature.



SFAS No. 168 (FASB ASC 105) is effective for interim
and annual periods ending after September 15, 2009.  The adoption of this pronouncement did not have a material impact on
the financial statements of the Company.



9







Off Balance Sheet Arrangements



We do not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.



|Item 6A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------



A smaller reporting company is not required to provide
the information required by this item.



10







Item 7. Financial Statements and Supplementary Data.



MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)



INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2011



|Report of Registered Independent Auditors                                                                      |  | F-2
|-------------------------------------------------------------------------------------------------------------- |  | ---
|                                                                                                               |  |    
|Financial Statements-                                                                                          |  |    
|                                                                                                              
|Balance Sheets as of December 31, 2011 and 2010                                                                |  | F-3
|                                                                                                              
|Statements of Operations for the Years Ended December 31, 2011 and 2010, and Cumulative from Inception         |  | F-4
|                                                                                                              
|Statement of Changes in Stockholders’ Equity (Deficit) for the Period from Inception Through December 31, 2011 |  | F-5
|                                                                                                              
|Statements of Cash Flows for the Years Ended December 31, 2011 And 2010 and Cumulative from Inception          |  | F-6
|                                                                                                              
|Notes to Financial Statements                                                                                  |  | F-7



F-1







REPORT OF REGISTERED
INDEPENDENT AUDITORS



To the Board of Directors and Stockholders

of Medisafe 1 Technologies Corp.:



We have audited the accompanying balance sheets
of Medisafe 1 Technologies Corp. (a Delaware corporation in the development stage) as of December 31, 2011 and 2010, and the related
statements of operations, stockholders’ equity (deficit), and cash flows for the periods ended December 31, 2011 and 2010,
and from inception (July 7, 2009) through December 31, 2011. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with
standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Medisafe 1 Technologies Corp. as of December 31, 2011
and 2010, and the results of its operations and its cash flows for the periods ended December 31, 2011 and 2010, and from inception
(July 7, 2009) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were insufficient
to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Respectfully submitted,



/s/ Weinberg & Baer LLC



Weinberg & Baer LLC

Baltimore, Maryland

March 1, 2012



F-2







MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF DECEMBER 31, 2011 AND 2010



|                                                                                                                                               |  | As of        |            |   | As of        |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                                                                                                               |  | December 31, |            |   | December 31, |  
|                                                                                                                                               |  | 2011         |            |   | 2010         |  
|ASSETS                                                                                                                                         |  |              |            |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Current Assets:                                                                                                                                |  |              |            |   |              |  
|Cash and cash equivalents                                                                                                                      |  | $            | 528        |   |              | $
|Prepaid expenses                                                                                                                               |  |              | -          |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Total current assets                                                                                                                           |  |              | 528        |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Total Assets                                                                                                                                   |  | $            | 528        |   |              | $
|                                                                                                                                               |  |              |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                 |  |              |            |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Current Liabilities:                                                                                                                           |  |              |            |   |              |  
|Accounts Payable and accrued liabilities                                                                                                       |  | $            | 26,736     |   |              | $
|Loans from related parties - directors and stockholders                                                                                        |  |              | 20,093     |   |              | $
|Convertible notes payable, net of discount                                                                                                     |  |              | 76,769     |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Total current liabilities                                                                                                                      |  |              | 123,598    |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Total liabilities                                                                                                                              |  |              | 123,598    |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Commitments and Contingencies                                                                                                                  |  |              |            |   |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Stockholders' Equity (Deficit):                                                                                                                |  |              |            |   |              |  
|Common stock, par value $.0001 per share, 500,000,000 shares authorized; 91,903,319 and 51,386,750 shares issued and outstanding, respectively |  |              | 9,190      |   |              |  
|Additional paid-in capital                                                                                                                     |  |              | 1,598,374  |   |              |  
|(Deficit) accumulated during the development stage                                                                                             |  |              | (1,730,634 | ) |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Total stockholders' equity (deficit)                                                                                                           |  |              | (123,070   | ) |              |  
|                                                                                                                                               |  |              |            |   |              |  
|Total Liabilities and Stockholders' Equity (Deficit)                                                                                           |  | $            | 528        |   |              | $



The accompanying notes to financial statements

are an integral part of these statements.



F-3







MEDISAFE 1 TECHNOLOGIES
CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011
AND 2010

AND CUMULATIVE FROM INCEPTION (JULY 7,
2009)

THROUGH DECEMBER 31, 2011



|                                                                         |  | Year         |            |   | Year         |   |            |            | 
|------------------------------------------------------------------------ |  | ------------ | ---------- | - | ------------ | - | ---------- | ---------- | 
|                                                                         |  | Ended        |            |   | Ended        |   |            | Cumulative | 
|                                                                         |  | December 31, |            |   | December 31, |   |            | From       | 
|                                                                         |  | 2011         |            |   | 2010         |   |            | Inception  | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Revenues                                                                 |  | $            | -          |   |              | $ | -          |            | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Expenses:                                                                |  |              |            |   |              |   |            |            | 
|Research and development                                                 |  |              | 3,000      |   |              |   | 18,333     |            | 
|Marketing                                                                |  |              | -          |   |              |   | 16,694     |            | 
|Professional fees                                                        |  |              | 85,262     |   |              |   | 80,427     |            | 
|Consulting                                                               |  |              | 1,041,750  |   |              |   | 118,694    |            | 
|Filing fees                                                              |  |              | 14,444     |   |              |   | 5,036      |            | 
|Investor relations                                                       |  |              | 5,827      |   |              |   | 9,157      |            | 
|Legal - incorporation                                                    |  |              | -          |   |              |   | -          |            | 
|Other                                                                    |  |              | 13,843     |   |              |   | 6,232      |            | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Total general and administrative expenses                                |  |              | 1,164,126  |   |              |   | 254,573    |            | 
|                                                                         |  |              |            |   |              |   |            |            | 
|(Loss) from Operations                                                   |  |              | (1,164,126 | ) |              |   | (254,573   | )          | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Interest and Other Income (Expense)                                      |  |              | (179,660   | ) |              |   | (10,162    | )          | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Provision for income taxes                                               |  |              | -          |   |              |   | -          |            | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Net (Loss)                                                               |  | $            | (1,343,786 | ) |              | $ | (264,735   | )          | 
|                                                                         |  |              |            |   |              |   |            |            | 
|(Loss) Per Common Share:                                                 |  |              |            |   |              |   |            |            | 
|(Loss) per common share - Basic and Diluted                              |  | $            | (0.02      | ) |              | $ | (0.01      | )          | 
|                                                                         |  |              |            |   |              |   |            |            | 
|Weighted Average Number of Common Shares Outstanding - Basic and Diluted |  |              | 64,601,117 |   |              |   | 41,985,188 |            | 



The accompanying notes to financial statements
are

an integral part of these statements.



F-4







MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (JULY 7,
2009)

THROUGH DECEMBER 31, 2011



|                                    |  |               |            |  |         |   |       |             |  |   | (Deficit)   |   |  |        |           
|----------------------------------- |  | ------------- | ---------- |  | ------- | - | ----- | ----------- |  | - | ----------- | - |  | ------ | ----------
|                                    |  |               |            |  |         |   |       |             |  |   | Accumulated |   |  |        |           
|                                    |  |               |            |  |         |   |       | Additional  |  |   | During the  |   |  |        |           
|                                    |  | Common stock* |            |  | Paid-in |   |       | Development |  |   |             |  
|Description                         |  | Shares        |            |  | Amount  |   |       | Capital     |  |   | Stage       |   |  | Totals |           
|                                    |  |               |            |  |         |   |       |             |  |   |             |   |  |        |           
|Balance - July 7, 2009              |  |               | -          |  |         | $ | -     |             |  | $ | -           |   |  | $      | -         
|Common stock issued for cash        |  |               | 30,000,000 |  |         |   | 3,000 |             |  |   | (2,400      | ) |  |        | -         
|Net (loss) for the period           |  |               | -          |  |         |   | -     |             |  |   | -           |   |  |        | (122,114  
|Balance - December 31, 2009         |  |               | 30,000,000 |  |         | $ | 3,000 |             |  | $ | (2,400      | ) |  | $      | (122,114  
|Common stock issued for cash        |  |               | 20,000,000 |  |         |   | 2,000 |             |  |   | 78,000      |   |  |        | -         
|Common stock issued to retire debt  |  |               | 509,000    |  |         |   | 51    |             |  |   | 101,749     |   |  |        | -         
|Common stock issued for services    |  |               | 140,000    |  |         |   | 14    |             |  |   | 27,986      |   |  |        | -         
|Common stock issued for cash        |  |               | 137,750    |  |         |   | 14    |             |  |   | 24,502      |   |  |        | -         
|Common stock issued as compensation |  |               | 500,000    |  |         |   | 50    |             |  |   | 99,950      |   |  |        | -         
|Convertible note discount           |  |               | -          |  |         |   | -     |             |  |   | 32,586      |   |  |        | -         
|Common stock issued for services    |  |               | 100,000    |  |         |   | 10    |             |  |   | 19,990      |   |  |        | -         
|Net (loss) for the period           |  |               | -          |  |         |   | -     |             |  |   | -           |   |  |        | (264,735  
|Balance - December 31, 2010         |  |               | 51,386,750 |  |         | $ | 5,139 |             |  | $ | 382,363     |   |  | $      | (386,849  
|Common stock issued for services    |  |               | 91,033     |  |         |   | 9     |             |  |   | 19,991      |   |  |        | -         
|Common stock issued for services    |  |               | 1,000,000  |  |         |   | 100   |             |  |   | 199,900     |   |  |        | -         
|Common stock issued for services    |  |               | 1,000,000  |  |         |   | 100   |             |  |   | 199,900     |   |  |        | -         
|Common stock issued for services    |  |               | 2,000,000  |  |         |   | 200   |             |  |   | 209,800     |   |  |        |           
|Common stock issued for services    |  |               | 925,526    |  |         |   | 93    |             |  |   | 149,907     |   |  |        |           
|Common stock issued for services    |  |               | 500,000    |  |         |   | 50    |             |  |   | 34,950      |   |  |        |           
|Common stock issued for services    |  |               | 35,000,000 |  |         |   | 3,500 |             |  |   | 215,250     |   |  |        |           
|Discount of convertible notes       |  |               |            |  |         |   |       |             |  |   | 186,313     |   |  |        |           
|Net (loss) for the period           |  |               | -          |  |         |   | -     |             |  |   | -           |   |  |        | (1,343,786
|Balance - December 31, 2011         |  |               | 91,903,309 |  |         | $ | 9,190 |             |  | $ | 1,598,374   |   |  | $      | (1,730,635



* Post forward stock split



The accompanying
notes to financial statements are

an integral part of these financial statements



F-5







MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011
AND 2010

AND CUMULATIVE FROM INCEPTION (JULY 7,
2009)

THROUGH DECEMBER 31, 2011



|                                                                                  |  | Year         |            |   | Year         |   |          |            | 
|--------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | - | -------- | ---------- | 
|                                                                                  |  | Ended        |            |   | Ended        |   |          | Cumulative | 
|                                                                                  |  | December 31, |            |   | December 31, |   |          | From       | 
|                                                                                  |  | 2011         |            |   | 2010         |   |          | Inception  | 
|Operating Activities:                                                             |  |              |            |   |              |   |          |            | 
|Net (loss)                                                                        |  | $            | (1,343,786 | ) |              | $ | (264,735 | )          | 
|Adjustments to reconcile net (loss) to net cash   (used in) operating activities: |  |              |            |   |              |   |          |            | 
|Common stock issued for services and compensation                                 |  |              | 1,033,750  |   |              |   | 148,000  |            | 
|Amortization of beneficial conversion feature                                     |  |              | 120,977    |   |              |   | 9,191    |            | 
|Changes in net assets and liabilities-                                            |  |              |            |   |              |   |          |            | 
|Prepaid expenses                                                                  |  |              | 24,000     |   |              |   | (24,000  | )          | 
|Accounts Payable and accrued liabilities                                          |  |              | (16,832    | ) |              |   | 33,354   |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Net Cash Provided by (Used in) Operating Activities                               |  |              | (181,891   | ) |              |   | (98,190  | )          | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Investing Activities:                                                             |  |              | -          |   |              |   | -        |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Net Cash Used in Investing Activities                                             |  |              | -          |   |              |   | -        |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Financing Activities:                                                             |  |              |            |   |              |   | -        |            | 
|Proceeds from shareholder loans                                                   |  |              | 207,668    |   |              |   | 14,329   |            | 
|Payment of shareholder loans                                                      |  |              | (201,904   | ) |              |   | (20,100  | )          | 
|Payment of deferred offering costs                                                |  |              | -          |   |              |   | (10,000  | )          | 
|Proceeds from convertible note payable                                            |  |              | 220,500    |   |              |   | 45,000   |            | 
|Payment of debt                                                                   |  |              | (100,000   | ) |              |   | -        |            | 
|Proceeds from stock issued                                                        |  |              | -          |   |              |   | 124,516  |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Net Cash Provided by Financing Activities                                         |  |              | 126,264    |   |              |   | 153,745  |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Net Increase (Decrease) in Cash                                                   |  |              | (55,627    | ) |              |   | 55,555   |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Cash - Beginning of Period                                                        |  |              | 56,155     |   |              |   | 600      |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Cash - End of Period                                                              |  | $            | 528        |   |              | $ | 56,155   |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Supplemental Disclosure of Cash Flow Information:                                 |  |              |            |   |              |   |          |            | 
|Cash paid during the period for:                                                  |  |              |            |   |              |   |          |            | 
|Interest                                                                          |  | $            | 54,959     |   |              | $ | -        |            | 
|Income taxes                                                                      |  | $            | -          |   |              | $ | -        |            | 
|                                                                                  |  |              |            |   |              |   |          |            | 
|Supplemental Schedule of Noncash Investing and Financing Activities:              |  |              |            |   |              |   |          |            | 
|Shareholder loan to acquire patent                                                |  | $            | -          |   |              | $ | -        |            | 
|Stock issued to retire debt                                                       |  | $            | -          |   |              | $ | -        |            | 



The accompanying notes to financial statements
are

an integral part of these statements.



F-6







MEDISAFE 1 TECHNOLOGIES CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



(1)  Summary of Significant
Accounting Policies



Basis of Presentation and Organization



Medisafe 1 Technologies Corp. (“Medisafe
1 Technologies” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations.
The Company was incorporated under the laws of the State of Delaware on July 7, 2009. The business plan of the Company is to develop
a commercial application of the design in a patent titled “Protector for administering medicine” which is a device
that prevents errors in administering medications. The Company also intends to enhance the existing prototype, and manufacture
and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device.
The accompanying financial statements of Medisafe 1 Technologies were prepared from the accounts of the Company under the accrual
basis of accounting.



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.



Revenue Recognition



The Company is in the development stage and
has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery
of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved
by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any
related receivable is probable.



Share-based Compensation



The Company follows the provisions of ASC 718, “Share-Based
Payment.” which requires all share-based payments to employees, including grants of employee stock options, to be recognized
in the income statement based on their fair values.



Equity instruments issued to non-employees for goods or services
are accounted for at either the fair market value of the goods and services rendered or on the instruments issued in exchange for
such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50-30.



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. As the Company has a loss for the period endedDecember
31, 2011 the potentially dilutive shares are anti-dilutive and therefore they are not added into the
earnings per share calculation.



Income Taxes



The Company accounts for income taxes pursuant
to FASB Accounting Standards Codification ("ASC") 740. 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.



F-7







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 December 31, 2011, the carrying value of accrued liabilities, and loans from directors and stockholders approximated
fair value due to the short-term nature and maturity of these instruments.



Patent and Intellectual Property



The Company expenses the costs associated
with obtaining a patent or other intellectual property purchased for research and development and has no alternative future use.



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. For the period ended December 31, 2011, no events or
circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.



Common Stock Registration Expenses



The Company considers incremental costs and
expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date
or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed
as incurred.



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, liabilities and expenses. Actual results could differ from those estimates made by management.



F-8







Recent Accounting Pronouncements



In May 2011, the FASB issued ASU 2011-04,
"Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain
accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S.
GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective
for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company
does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial
condition.



In June 2011, the FASB issued ASU No. 2011-05,
"Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends
current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive
income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous
statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but
consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after
Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material
impact on the Company's results of operation and financial condition.



There were various other updates recently
issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None
of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.



Fiscal Year End



The Company has adopted a fiscal year end
of December 31.



(2)  Development Stage Activities
and Going Concern



The Company is currently in the development
stage, and has no operations. The business plan of the Company is to develop a commercial application of the design in a patent
titled “Protector for administering medicine” which is a device that prevents errors in administering medications.
The Company also intends to enhance the existing prototype, and manufacture and market the product and/or seek third party entities
interested in licensing the rights to manufacture and market the device.



On July 15, 2009, the Company entered into
a Patent Transfer and Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as
the “Protector for administering medicine” for consideration of $100,000 plus legal fees of $1,800. The United States
Patent Application 7,347,841 was issued on March 25, 2008.



The Company has commenced a capital formation
activity to submit a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 4,000,000 shares
(20,000,000 shares post forward stock split) of newly issued common stock at an offering price of $0.025 per share for proceeds
of up to $100,000. The Registration Statement was declared effective March 11, 2010. On June 1, 2010 the Company issued 20,000,000
shares (post forward stock split) of common stock pursuant to the Registration Statement on Form S-1, and received proceeds of
$100,000. The Company incurred $20,000 of deferred offering costs related to this capital formation activity.



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. Further, as of December 31, 2011, the cash resources
of the Company were insufficient to meet its current business plan, and the Company had negative working capital. 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.



F-9







(3)  Patent



On July 15, 2009, the Company entered into
a Patent Transfer and Sale Agreement with two of the Company's directors, whereby the Company acquired all of the rights, title
and interest in the patent known as the “Protector for administering medicine” for consideration of $100,000 plus legal
fees of $1,800. The United States Patent Application 7,347,841 was issued on March 25, 2008. Under the terms of the Patent Transfer
and Sale Agreement, the Company was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests
or other encumbrances. The assignment of the patent was recorded at the U.S. Patent and Trademark Office on August 12, 2009. As
of December 31, 2010, the historical cost of obtaining the patent, ($100,000) and legal fees ($1,800) for acquiring the patent
were expensed as research and development costs.



(4)  Loans from Related Parties
- Directors and Stockholders



As of December 31,
2011, loans from related parties amounted to $20,093, and represented working capital advances from officers who are also
stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.



(5)  Convertible Note Payable



On October 15, 2010 the Company signed a $45,000
convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on July 15, 2011.  The
note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal
balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the
Common Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $24,265 was paid
on May 5, 2011.



On January 10, 2011, the Company signed a
$27,500 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on October 15,
2011.  The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining
principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices
for the Common Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $15,872 was
paid on July 25, 2011.



On April 1, 2011, the Company signed a $27,500
convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on December 31, 2011.
 The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining
principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices
for the Common Stock during the most recent ten day period. The principal amount of this note and a prepayment fee of $14,822 was
paid on October 11, 2011.



On May 10, 2011, the Company signed a $53,000
convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on February 10, 2012.
 The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining
principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices
for the Common Stock during the most recent ten day period.



On August 23, 2011, the Company signed a $32,500
convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on June 2, 2012.  The
note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal
balance into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices for the
Common Stock during the most recent ten day period.



On November 3, 2011, the Company signed a
$30,000 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on August 2, 2012.
 The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining
principal balance into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices
for the Common Stock during the most recent ten day period.



F-10







On November 23, 2011, the Company signed a
$50,000 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on August 2, 2012.
 The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining
principal balance into the Company’s common stock at a price equal to 51% of the average of the lowest three trading prices
for the Common Stock during the most recent ten day period.



In accordance with ASC 470, the Company has
analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists.  The
Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF has been recorded as a discount
to the notes payable and to Additional Paid-in Capital.



As of December 31, 2011, the balance of convertible
notes payable was $76,769 net of unamortized discounts of $88,731.



For the year ended December 31, 2011 the Company
has recognized $58,683 in interest expense related to the notes and has amortized $120,977 of the beneficial conversion features
which has been recorded as interest expense.



(6)  Common Stock



On July 12,
2009, the Company issued 30,000,000 shares (post forward stock split) of its common stock to three individuals who are directors
and officers for proceeds of $600.



The Company has commenced a capital formation
activity to submit a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 4,000,000 shares
(20,000,000 shares post forward stock split) of newly issued common stock at an offering price of $0.025 per share for proceeds
of up to $100,000. The Registration Statement was declared effective March 11, 2010. On June 1, 2010 the Company issued 20,000,000
shares (post forward stock split) of common stock pursuant to the Registration Statement on Form S-1, and received proceeds of
$100,000. The Company incurred $20,000 of deferred offering costs related to this capital formation activity.



On September 20, 2010, the Company implemented
a 5 for 1 forward stock split on its issued and outstanding shares of common stock to the holders of record as of September
17, 2010. As a result of the split, each holder of record on the record date automatically received four additional shares of the
Company’s common stock. After the split, the number of shares of common stock issued and outstanding were 50,000,000 shares.
The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.



On October 1, 2010, the Company issued 509,000
shares of its unregistered common stock as repayment of a shareholder loan. The shares were valued at $101,800 or $0.20 per share
based on the current market price less a discount for restricted trading.



On October 17, 2010, the Company entered into
an agreement with an unrelated third-party consultant.

As payment for the consultant’s services,
the Company issued 500,000 shares of its unregistered common stock on said date valued at $100,000 or $0.20 per share based on
the current market price less a discount for restricted trading.



On November 29, 2010, the Company entered
into an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued
140,000 shares of its unregistered common stock on said date valued at $28,000 or $0.20 per share based on the current market price
less a discount for restricted trading.



On November 29, 2010, the Company raised $27,500
and issued 137,750 unregistered shares of its common stock, purchase price $0.20 per share, to an investor. The Company received
proceeds of $24,516 net of a commission paid to a director of the Company.





F-11









On
December 26, 2010, the Company entered into an agreement with an unrelated third-party consultant. As payment for the consultant’s
services, the Company issued 100,000 shares of its unregistered common stock on said date valued at $20,000 or $0.20 per share
based on the current market price less a discount for restricted trading.



On January 1, 2011, the Company entered into
an agreement with an unrelated third-party consultant. As payment for the consultant’s services, the Company issued
1,000,000 shares of its unregistered common stock on said date valued at $200,000 or $0.20 per share based on the current market
price less a discount for restricted trading.



On January 1, 2011, the Company entered into
an agreement with a director and officer of the Company. As payment for services, the Company issued 1,000,000 shares of its
unregistered common stock on said date valued at $200,000 or $0.20 per share based on the current market price less a discount
for restricted trading.



On February 23, 2011, the Company issued 91,033
shares of its unregistered common stock as payment for legal services. The shares were valued at $20,000.



On April 12, 2011, the Company entered into
an agreement with a director and officer of the Company. As payment for services, the Company issued 2,000,000 shares of its
unregistered common stock on said date valued at $210,000 or $0.105 per share based on the current market price less a discount
for restricted trading.



On April 12, 2011, the Company issued 925,536
shares of its unregistered common stock as payment for services. The shares were valued at $150,000.



On May 15, 2011, the Company entered into
an agreement with a director and officer of the Company. As payment for services, the Company issued 500,000 shares of its
unregistered common stock on said date valued at $35,000 or $0.07 per share based on the current market price less a discount for
restricted trading.



On September 27, 2011, the Company entered
into an agreement with a director and officer of the Company. As payment for services, the Company issued 20,000,000 shares
of its unregistered common stock on said date valued at $125,000 or $0.0063 per share based on the current market price less a
discount for restricted trading.



On September 27, 2011, the Company issued
15,000,000 shares of its unregistered common stock as payment for services. The shares were valued at $93,750 or $0.0063 per share
based on the current market price less a discount for restricted trading.



On November 28, 2011, the Company filed a
certificate of amendment of certificate of incorporation with the state of Delaware to increase the amount of authorized common
stock to 500,000,000 shares.



F-12







(7)  Income Taxes



The provision (benefit) for income taxes for
the period ended December 31, 2011, and 2010 was as follows (assuming a 23% effective tax rate):



|                              |  | 2011 |          |   | 2010 |  
|----------------------------- |  | ---- | -------- | - | ---- | -
|                              |  |      |          |   |      |  
|Current Tax Provision:        |  |      |          |   |      |  
|Federal-                      |  |      |          |   |      |  
|Taxable income                |  | $    | -        |   |      | $
|                              |  |      |          |   |      |  
|Total current tax provision   |  | $    | -        |   |      | $
|                              |  |      |          |   |      |  
|Deferred Tax Provision:       |  |      |          |   |      |  
|Federal-                      |  |      |          |   |      |  
|Loss carryforwards            |  | $    | 309,071  |   |      | $
|Non-deductible amortization   |  |      | (27,825  | ) |      |  
|Change in valuation allowance |  |      | (281,246 | ) |      |  
|                              |  |      |          |   |      |  
|Total deferred tax provision  |  | $    | -        |   |      | $



The Company had deferred income tax assets
as of December 31, 2011and 2010, as follows:



|                              |  | 2011 |          |   | 2010 |  
|----------------------------- |  | ---- | -------- | - | ---- | -
|                              |  |      |          |   |      |  
|Loss carryforwards            |  | $    | 368,107  |   |      | $
|Less - Valuation allowance    |  |      | (368,107 | ) |      |  
|                              |  |      |          |   |      |  
|Total net deferred tax assets |  | $    | -        |   |      | $



The Company provided a valuation allowance
equal to the deferred income tax assets for the period ended December 31, 2011 and 2010, because it is not presently known whether
future taxable income will be sufficient to utilize the loss carryforwards.



As of December 31, 2011 the Company had approximately
$1,600,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2031.



The Company did not identify any material uncertain tax
positions.  The Company did not recognize any interest or penalties for unrecognized tax benefits.



The Company has filed income tax returns in the United
States. All tax years are closed by expiration of the statute of limitations.



(8)  Related
Party Transactions



As described in Note 4, as December 31, 2011,
the Company owed $20,093 to Directors, officers, and principal stockholders of the Company.



On July 15, 2009, the Company entered into
a Patent Transfer and Sale Agreement to purchase the patent from one of the Company's directors and a brother of the other director,
whereby the Company acquired all of the rights, title and interest in the patent known as the “Protector for administering
medicine” in consideration of $100,000.



On January 1, 2011, the Company entered into
an agreement with a director and officer of the Company. As payment for services, the Company issued 1,000,000 shares of its
unregistered common stock on said date valued at $200,000 or $0.20 per share based on the current market price less a discount
for restricted trading.



On September 27, 2011, the Company entered
into an agreement with a director and officer of the Company. As payment for services, the Company issued 20,000,000 shares
of its unregistered common stock on said date valued at $125,000 or $0.0063 per share based on the current market price less a
discount for restricted trading.



F-13









(9)  Commitments



On August 27, 2009, the Company entered into
a Transfer Agent and Registrar Agreement with Nevada Agency and Trust Company (“NATCO”) for transfer agent services.
Under the Agreement, the Company is obligated to pay annual fees of $1,800 in addition to standard service fees for transfer agent
services received. The agreement can be terminated by either party at any time.



(10)Investment Agreement



The Company entered into an Investment Agreement
with Centurion Private Equity, LLC (“Centurion”) on April 13, 2011.  Pursuant to the Investment Agreement,
Centurion committed to purchase up to $5,000,000 of our common stock, over a period of time terminating upon the earlier of (i)
24 months from the effective date of this registration statement; or (ii) 30 months from the date of the Investment Agreement,
subject to an effective registration statement covering the resale of the common stock and subject to certain conditions and limitations
set forth in the Investment Agreement, including limitations based upon the trading volume of the Company’s common stock.
The maximum aggregate number of shares issuable by us and purchasable by Centurion under the Investment Agreement is that
number of shares of common stock having an aggregate purchase price of $5,000,000.



As of December 31, 2011, the registration
statement is not effective and the Company is not proceeding to facilitate the investment.





F-14





















Item 9.     Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure.



None.



Item9A.   Controls and Procedures.



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



We are required to maintain disclosure controls and procedures,
as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, that are designed to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified
in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and
Internal Accounting Officer, to allow timely decisions regarding required disclosure. As of December 31 2011 we conducted an evaluation,
under the supervision, and with the participation of our CEO and internal Accounting Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and Internal Accounting Officer concluded
that our disclosure controls and procedures were effective.



Management does not expect that our Disclosure Controls
and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board
override of the control.



The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's CEO
and Internal Accounting Officer and effected by the Company's board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures
that:



| | * | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11







| | * | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations
are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.



As of December 31, 2011 management assessed the effectiveness
of our internal control over financial reporting based on the criteria for effective internal control over financial reporting
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures were effective.



Attestation report of the registered public accounting
firm



This annual report does not include an attestation report
of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was
not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report in this annual report.



Changes in internal control over financial reporting



During the year ended December 31, 2011, there was
no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect our internal control over financial reporting.



Item 9B.   Other Information.



None



12







PART III



Item 10.         Directors,
Executive Officers and Corporate Governance.



Directors and Executive Officers



The following table sets forth certain information regarding
the members of our Board of Directors and our executive officers:



Positions and Offices Held



|Jacob Elhadad    |  | 35 |  | President and Director                                                      
|---------------- |  | -- |  | ----------------------------------------------------------------------------
|                 |  |    |  |                                                                             
|Yisrael Gottlieb |  | 38 |  | Secretary and Director and Internal
        Financial and Accounting Officer



Our directors hold office until the next annual meeting
of our stockholders or until their successors are duly elected and qualified. Set forth below is a summary description of the principal
occupation and business experience of each of our Directors and executive officers for at least the last five years.



Jacob Elhadad has been our President and Director since
the Company’s inception on July 7, 2009. From September 1990 until August 1994 Mr Elhadad studied in the Talmudic Biblical
Institution, Bet Hatalmud, Jerusalem, Israel, where he received his Bachelor of Arts in Biblical History Science and Talmudic Studies.
From September 1994 until August 1997 he continued his religious studies in the Higher Educational Talmudic Center ‘Ponavitz
School of Talmudic Studies’, Bnei Berak, Israel, where he received his Honorable Rabbinical Degree. In September 1997 he
continued his studies in the Ramat Gan, Israel University, in Business Management and Economics, until August 1999. From September
1999 until January 2001 he served as a strategic consultant to the Member of the Israeli Government Parliament, Ministry of Interior.
From February 2001 until present Mr Elhadad served  as Chief Executive Officer of Jelmm Trade LTD, in Jerusalam, Israel,
an international Diamond and Jewelry Co., while continuing to serve part time as a strategic consultant to various members of the
Israel Government Parliament.



The Board believes that Mr. Elhadad  should
serve as a director of the Company because of his educational background  and his extensive experience in business development.
The Board believes that Mr. Elhadad’s business  experience and skills will enable him to assist the Company through
its development stage and thereafter to achieve its goals and business objectives.



Yisrael Gottlieb has served as our Secretary and Director
and Internal Accounting and Financial Officer since July 7, 2009. From September 1999 until August 2003 Mr Gottileb studied religious
studies in the Talmudic Univeristy ”Gur’, in Haifa, Israel. From September 2004 until present Mr Gottlieb was assisting 
as  consultant to various Companies in  Patent Designs and related Product Development and Enhancements and Operations.



The Board believes that Mr. Gottlieb should serve as
a director of the Company because of his Business  knowledge and administrative experience and skills, all of which enable
him to provide oversight and direction to the Company, especially with regard to the efficient and economical use of funds raised
from investors. .



13







There are no familial relationships among any of our
directors or officers. None of our directors or officers is a director in any other U.S. reporting companies. None of our directors
or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware
of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director,
is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of
its subsidiaries.



Each director of the Company serves for a term of one
year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the
Company's shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor
is elected at the annual meeting of the Board of Directors and is qualified.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934
requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's
equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and
forward copies of such filings to the Company. During the fiscal year ended December 31, 2010, our officers and directors did not
comply with all applicable Section 16(a) filing requirements in that none of the officers or directors had filed their Form 3s
and Form 4s as required. However, all officers and directors of the Company will file the required Form 3 shortly after the filing
of this Annual Report.



Auditors



Weinberg & Bear LLC, an independent registered
public accounting firm, is our auditor.



We do not currently have a Code of Ethics
applicable to our principal executive, financial and accounting officers however we plan to implement one in the second
quarter of 2011. We do not have a “financial expert” on the board or an audit committee or nominating
committee.



Potential Conflicts of Interest



Since we do not have an audit or compensation committee
comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.
The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company
has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential
conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation,
nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any
of our executive officers or directors.



Involvement in Certain Legal Proceedings



There are no legal proceedings that have occurred within
the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an
administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities
or commodities law violations.



14







Item 10.         Executive
Compensation.



Summary Compensation



Since our incorporation, we have  paid the following
compensation to  our officer or directors  in consideration for their services rendered to our Company in their capacity
as such.

| | 1) | $3,000 which was paid to a Director for commissions on an equity investment in 2010
| | -- | -----------------------------------------------------------------------------------

| | 2) | 21,000,000 shares to its Directors as compensation in 2011 valued at $325,000.
| | -- | ------------------------------------------------------------------------------



Since our incorporation, no stock options or stock appreciation
rights were granted to any of our Directors or executive officers.  We have no long-term equity incentive plans.



Outstanding Equity Awards



None of our Directors or executive officers holds unexercised
options, stock that has not vested, or equity incentive plan awards.



Item 11.         Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The following table lists, as of  March 29 , 2012,
the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company
to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders
and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power,
which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission
rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has
sole voting and investment power.



The percentages below are calculated based on
257,790,993 shares of our common stock issued and outstanding as of  March 29 2012. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares of our common stock.



15







|Name and Address of
        Beneficial Owner                                                                        |  | Number of Shares of Common
        Stock Beneficially
        Owned or Right to
        Direct Vote  (1) |  |  | Percent of
        Common
        Stock Beneficially
        Owned or Right
        to Direct Vote | 
|------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------------------------- | 
|                                                                                                                    |  |                                                                                                          |  |  |                                                                                                    | 
|Yisrael Gottlieb
        c/o Medisafe 1 Technologies, Inc.
        5 Hataltal Street
        Jerusalem Israel 96926 |  | 60,000,000                                                                                               |  |  | 23%                                                                                                | 
|                                                                                                                    |  |                                                                                                          |  |  |                                                                                                    | 
|Jacob Elhadad
        c/o Medisafe 1 Technologies, Inc.
        5 Hataltal Street
        Jerusalem Israel 96926    |  | 81,000,000                                                                                               |  |  | 31%                                                                                                | 
|                                                                                                                    |  |                                                                                                          |  |  |                                                                                                    | 
|Yisrael Elhadad
        c/o Medisafe 1 Technologies, Inc.
        5 Hataltal Street
        Jerusalem Israel 96926  |  | 10,000,000                                                                                               |  |  | 4%                                                                                                 | 



(1) Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power
with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants
which are currently exercisable or which become exercisable within 60 days following the date of the information in this table
are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated
by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have
sole voting and investment power with respect to all shares of common stock owned by such person.



Item 12.         Certain
Relationships and Related Transactions, and Director Independence.



Other than the transactions discussed below, we have
not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholders,
or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.



As of December 31, 2011, the Company owed to a 
Director and  stockholder of the Company $20,093.



16







Director Independence



We are not subject to listing requirements of any national
securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised
of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition
of “independent” as promulgated by the rules and regulations of the American Stock Exchange.



Item 13.         Principal
Accounting Fees and Services.



Our principal independent accountant is  Weinberg
& Bear LLC. Their pre-approved fees billed to the Company are set forth below:



|           |  | For Fiscal Year EndedDecember 31, 2011 |        |  | For Fiscal Year EndedDecember 31, 2010 |  
|---------- |  | -------------------------------------- | ------ |  | -------------------------------------- | -
|Audit Fees |  | $                                      | 16,000 |  |                                        | $
|           |  |                                        |        |  |                                        |  
|Tax Fees   |  | $                                      | 500    |  |                                        | $



As of December 31, 2010, the Company did not have a formal
documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The
percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal
year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was
0%.



PART IV



Item 14.         Exhibits
and Financial Statement Schedules.

|Exhibit |  | Description                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                      
|3.1     |  | Articles of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on March 11 2010 )            
|3.2     |  | Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on March 11 2010 )                               
|3.3     |  | Form of Common Stock Certificate of the Company (filed as Exhibit 3.3 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on March 11  2010 )    
|10.1    |  | Patent Sale Agreement    (filed as Exhibit 10.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on  March 11 2010 )                          
|23      |  | Consent of Independent Auditors(filed herewith)                                                                                                                                      
|31.1    |  | Certification of Principal  Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(filed herewith) 
|31.2    |  | Certification of Principal  Accounting Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(filed herewith)
|        |  |                                                                                                                                                                                      
|32.1    |  | Certification of Principal Executive  Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)                                                           
|        |  |                                                                                                                                                                                      
|32.2    |  | Certification of Principal Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed  herewith)                                                          



17







SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       | Medisafe 1 Technologies Corp.                                            
|---------------------- | -------------------------------------------------------------------------
|                       |                                                                          
|Date: October 29, 2012 | By:                                                                      
|                       | Name: Jacob Elhadad                                                      
|                       | Title: Chief Executive Officer, and Director                             
|                       |                                                                          
|                       | By:                                                                      
|                       | Name: Yisrael Gottlieb                                                   
|                       | Title: Principal Accounting and Financial Officer, Secretary and Director



In accordance with the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Date: October 29, 2012 | By:                                                                       | /s/ Jacob Elhadad    | 
|---------------------- | ------------------------------------------------------------------------- | -------------------- | 
|                       | Name:  Jacob Elhadad                                                     
|                       | Title: Chief Executive Officer, and Director                             
|                       |                                                                          
|Date: October 29, 2012 | By:                                                                       | /s/ Yisrael Gottlieb | 
|                       | Name: Yisrael Gottlieb                                                   
|                       | Title: Principal Accounting and Financial Officer, Secretary and Director



18