As filed with the Securities and Exchange Commission on ~~May~~JANUARY 53, ~~2009~~2014 FILE NO. 333-

~~Registration~~UNITED ~~No. 333-~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~ Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNDER

THE SECURITIES ACT OF 1933

PIMI AGRO CLEANTECH, INC.

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

Delaware	700	26-4684680
(State or other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Incorporation or Organization)	Classification Code Number)	Identification No.)

~~Pimi Agro~~Kibbutz ~~CleanTech~~Alonim, ~~Inc.~~

~~1209 Orange~~PO ~~Street~~Box 117

Wilmington, Delaware 19801

(972)-72-2116144

(Address and telephone number of principal executive offices and principal place of business)

Mr. Youval Saly

Chief Executive Officer

Pimi Agro CleanTech, Inc.

Kibutz Alonim, POBox 117,

Hutzot Alonim 30049

Israel

(972)-5472-~~6569978~~211-6144

(~~Name~~Address, ~~address~~ including zip code, and telephone number, including area code, of ~~agent~~registrant’s ~~for~~principal ~~service~~executive offices)

~~Copies to:~~Ami Sivan

~~Marc~~Chief J.Executive Ross, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Fl. New York, New York 10006 (212) 930-9700 (212) 930-9725 (fax) Jonathan R. Shechter, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Fl. New York, New York 10006 (212) 981-6774 (212) 930-9725 (fax)Officer

~~APPROXIMATE DATE~~Pimi OFAgro ~~PROPOSED~~Cleantech, ~~SALE TO THE PUBLIC:~~Inc.

~~From~~c/o ~~time to~~Foley ~~time~~Shechter ~~after this Registration Statement becomes effective.~~LLP

If244 ~~any securities~~Fifth ~~being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933~~Avenue, ~~other than~~Suite ~~securities offered only in connection with dividend or interest reinvestment plans, check the following box: x~~2591

IfNew ~~this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~York, ~~check~~New ~~the~~York ~~following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~10001

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(c917) ~~under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~688-4099

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(d)Name, ~~under the Securities Act~~address, ~~check~~including ~~the~~zip ~~following~~code, ~~box~~ and ~~list the Securities Act registration~~ ~~statement~~telephone number, ofincluding ~~the~~area ~~earlier~~code, ~~effective~~of ~~registration~~agent ~~statement~~ for ~~the same offering. o~~service)

~~If delivery~~with ofcopies ~~the prospectus is expected~~ to ~~be made pursuant to Rule 434, please check the following box. o~~:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Foley Shechter LLP	Becker & Poliakoff LLP
244 Fifth Avenue, Suite 2591	45 Broadway, 8^th Floor
New York, New York 10001	New York, NY 10006
Attn: Jonathan R. Shechter, Esq.	Attn.:Brian C. Daughney, Esq.
Telephone: (917) 688-4099	Telephone: (212) 599-3322
Facsimile: (917) 688-4092	Facsimile: (212) 557-0295

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	þ

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	~~Amount~~Proposed tomaximum beaggregate ~~registered~~offering price		~~Proposed~~Amount ~~maximum~~of ~~offering~~registration ~~price per share(1)(2)~~fee		~~Proposed maximum aggregate offering price~~		~~Amount of registration fee~~
Common Stock, $0.01 par value per share		405,703	$	1.35	$	547,700	$	30.60
Units, each consisting of 1 share(s) of Common Stock, $0.01 and 1 Common Stock Warrant(s)
Shares of Common Stock included as part of the units
Common Stock Class A Warrants included as part of the units
Shares of Common Stock acquirable upon exercise of the Common Stock Warrants
Shares of Common Stock acquirable
TOTAL	$	5,000,000	$	644.00

~~(1) Estimated~~Table ~~solely for the purpose~~ of ~~calculating the registration fee pursuant to Rule 457. The proposed maximum offering price is based on the estimated high end of the range at which the common stock will initially be sold.~~Contents

~~(2)~~ The Registrant hereby amends this Registration ~~selling~~Statement ~~shareholders~~on ~~will~~such ~~offer~~date ~~their~~or ~~shares~~dates atas ~~$1.35~~may ~~per~~be ~~share~~necessary to delay its effective date until the Registrant shall file a further amendment ~~Company’s~~which ~~shares~~specifically ~~are~~states ~~quoted~~that onthis ~~the~~Registration ~~OTC~~Statement ~~Bulletin~~shall ~~Board~~thereafter ~~and,~~become ~~assuming~~effective wein ~~secure~~accordance with Section 8(a) of ~~this~~the ~~qualification~~Securities Act of 1933, ~~thereafter~~as atamended ~~prevailing~~(the ~~market~~“Securities ~~prices~~Act”), or ~~privately negotiated~~until ~~prices.~~this WeRegistration ~~will~~Statement ~~not~~shall ~~receive~~become ~~proceeds~~effective on ~~from~~such date as the ~~sale~~Commission, ofacting ~~shares~~pursuant ~~from~~to ~~the selling~~said ~~shareholders~~Section 8(a), may determine.

~~The information~~Table inof this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.Contents

~~PROSPECTUS~~The ~~SUBJECT~~information TOcontained in ~~COMPLETION,~~this prospectus is not complete and may be changed. We may not sell these securities until the registration statement ~~DATED~~filed ~~MAY~~with 5,the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities ~~2009~~and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~PIMI AGRO~~PRELIMINARY ~~CLEANTECH~~PROSPECTUS Subject To Completion Dated JANUARY 3, ~~INC.~~2014

$Z:\Vineyard\Live jobs\2013\12 Dec\27 Dec\Shift III\v364098 Pimi Agro S-1\Draft\03-Production$

~~405~~Pimi Agro Cleantech,~~703 SHARES~~ OFInc.

~~COMMON STOCK~~$2,000,000 minimum - $5,000,000 maximum

~~The Selling shareholders are offering up to 405,703 shares of common stock. The selling shareholders will offer their shares at~~ $~~1.35~~[●] per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.Unit

~~There~~Each ~~are no~~Unit ~~underwriting~~Consisting ~~commissions involved in this offering. We have agreed to pay all the costs and expenses~~ of ~~this~~1 ~~offering.~~Share(s) ~~Selling shareholders will pay no offering expenses. As~~ of ~~the date of this prospectus, there is no trading market~~Common in our common stock, and we cannot assure you that a trading market will develop Our common stock is not currently listed on any national securities exchange, the FINRAAQ stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.Stock

~~This offering is highly speculative~~ and ~~these~~1 ~~securities~~Common ~~involve~~Stock ~~a high degree of~~Class ~~risk~~A ~~and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 8.~~Warrant(s)

~~Neither~~We are offering up to 4,000,000 units, ~~the~~each ~~Securities~~unit consisting of 1 share(s) of common stock, $0.01 par value (a “Share”) and ~~Exchange~~1 ~~Commission~~common ~~nor~~stock Class A warrant(s) (a “Warrant”) at a public offering price of $[●] per unit (a “Unit”). The Warrants will become exercisable and separately transferable from the Shares commencing [●] calendar days after the date of this prospectus. At any ~~state~~time ~~securities~~until ~~commission~~5 ~~has~~years following the date of this prospectus, each Warrant entitles the holder to purchase [●] Share(s) ~~approved~~at oran ~~disapproved~~exercise price of ~~these~~$[●], ~~securities~~subject to adjustment. The offering will be conducted on a “best efforts all or ~~passed~~none” basis ~~upon~~as to a minimum of $2,000,000 of gross proceeds and on a “best efforts” basis thereafter up to a maximum of $5,000,000 of gross proceeds. All proceeds shall be held in a non interest bearing escrow account at US Bank pending acceptance of subscriptions for the ~~accuracy~~minimum amount. Unless and until the minimum amount is subscribed and accepted on or before [30 days ~~adequacy~~from the date of this ~~prospectus.~~Prospectus](the ~~Any~~“Initial ~~representation~~Offering Period’), all subscriptions will be returned to investors without interest of deduction. Assuming the ~~contrary~~minimum amount is subscribed and accepted on or before the expiration of the Initial Termination Period, then the offering will continue until the earlier of completion of the sale of the Maximum Amount or a ~~criminal~~date ~~offense~~which is 90 days from the date of this Prospectus.

~~The~~Our common stock is currently listed on the Over-the-Counter Bulletin Board under the symbol “PIMZ”. As of December 16, 2013 the last reported sale price of our common stock was $1.25 per share on the Over-the-Counter Bulletin Board; however, to date there has not been any trading in our securities and therefore the reported price may not be an accurate indication of ~~this~~the ~~prospectus~~trading value of our common stock. There is ~~May~~no ~~__,~~market ~~2009~~for the Warrants prior to this offering once we are not expecting any market to develop. We are not seeking to list the Warrant on any exchanges or on the OTC Bulletin Board.

We have retained Sandlapper Securities, LLC (the “Placement Agent”) to act as our exclusive Placement Agent in connection with this offering until the expiration date of the offering. As of the date of this Prospectus, we have entered into a Placement Agency Agreement with the Placement Agent, relating to the units offered by this prospectus. The Placement Agent is not purchasing or selling any of our units pursuant to this prospectus and has not guaranteed the sale of any units but will use its reasonable commercial best efforts to sell the units being offered. Therefore, we will enter into a purchase agreement directly with investors in connection with this offering and confirmations and definitive prospectuses will be delivered, or otherwise made available, to all purchasers who agree to purchase units, informing the purchasers of the closing date as to such units. We have agreed to pay the Placement Agent a placement agent fee equal to 7% of the aggregate gross proceeds to us from the sale of the units and such number of warrants to purchase shares of our common stock equal to 10% of the aggregate number of shares of common stock sold in the offering. See “Plan of Distribution” for more information regarding this arrangement.

Investing in our common stock involves a high degree of risk. You should read this entire prospectus carefully, including the section entitled “Risk Factors.”

	Per Unit	Total

Public offering price	$	$
Placement Agent’s fees (1)	$	$
Proceeds to us, before expenses (2)	$	$

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(1) For the purpose of estimating the placement agent’s fees, we have assumed that they will receive their maximum commission on all sales made in the offering. We have agreed to reimburse the Placement Agent’s expenses in an amount not to exceed 3.0% of the aggregate gross proceeds raised in the offering.

(2) We estimate the total expenses of this offering, excluding the placement agent fees, will be approximately $[●]. We must sell a minimum of 1,600,000 units ($2,000,000 of gross proceeds) prior to release of funds from escrow. The actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering set forth above. Once the offering price has been determined, the common stock offering price and warrant exercise price will remain fixed for the duration of the offering. See “Plan of Distribution” for more information on this offering and the placement agent arrangements.

This offering will terminate on [●], 2014, unless the minimum is subscribed and accepted prior to such date, in which event the offering period will be extended to a date which is the earlier of sale of the Maximum Amount or 90 days from the date of this prospectus or we decide to terminate the offering prior to that date. In either event, the offering may be closed without further notice to you. The initial closing will be held within three (3) business days following receipt into escrow of the Minimum Amount; subsequent closings for subscriptions of at least $1,000,000 of gross proceeds (except for the final closing which may be for an amount of less than $1,000,000) may be held during the offering period from time to time. Proceeds from the offering will be held during the Offering at US Bank, in a non interest bearing expense account. Delivery of the shares and warrants comprising the units offered and sold pursuant to this prospectus will be made to the purchasers promptly following each closing. No separate unit certificates will be delivered.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sandlapper Securities, LLC

The date of this prospectus is , 2014

Table of Contents

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY	1
Prospectus Summary		4
RISK FACTORS	5
Risk Factors		6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	10
Forward Looking Statements		10
USE OF PROCEEDS	11
Use of Proceeds		10
PRICE RANGE OF COMMON STOCK	11
Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
CAPITALIZATION	11
Business		14
DIVIDEND POLICY	14
Selected Financial Data		16
HOLDERS OF OUR COMMON STOCK	14
Description of Property		35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING RESULTS	14
Legal Proceedings		35
BUSINESS	20
Management		35
PROPERTIES	27
Executive Compensation		37
LEGAL PROCEEDINGS	28
Certain Relationships and Related Transactions		40
MANAGEMENT, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,	29
Description of Securities		43
EXECUTIVE COMPENSATION	32
Selling Stockholders		44
EQUITY COMPENSATION PLANS	36
Plan of Distribution		45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
Market For Equity and Related Stockholder Matters		46
DIRECTOR INDEPENDENCE	39
Indemnification for Securities Act Liabilities		46
DESCRIPTION OF SECURITIES	39
Legal Matters		47
PLAN OF DISTRIBUTION	41
Experts		47
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	44
Available Information		47
LEGAL MATTERS	44
Index to Financial Statements		F-1
EXPERTS	44
WHERE YOU CAN FIND MORE INFORMATION	44

You ~~may~~should ~~only~~ rely only on the information contained or incorporated by reference in this prospectus orand ~~that~~in weany ~~have~~free ~~referred~~writing ~~you~~prospectus ~~to.~~that Wewe have ~~not~~ authorized ~~anyone~~for touse in ~~provide~~connection ~~you~~ with ~~different~~this ~~information~~offering. Neither ~~This~~we ~~prospectus~~nor ~~does~~Sandlapper ~~not~~Securities ~~constitute~~LLC ~~an offer~~has toauthorized ~~sell~~any orother aperson ~~solicitation~~to ofprovide you anwith ~~offer~~additional toor ~~buy~~different ~~any~~information. If ~~securities~~anyone ~~other~~provides ~~than~~you ~~the common~~with ~~stock~~different ~~offered~~or byinconsistent ~~this~~information, ~~prospectus.~~you should ~~This~~not ~~prospectus~~rely ~~does~~on ~~not~~it. Neither ~~constitute~~we ~~an offer~~nor toSandlapper ~~sell~~Securities orLLC ais ~~solicitation~~making of an offer to ~~buy~~sell ~~any~~these ~~common~~securities ~~stock~~ in any ~~circumstances~~jurisdiction inwhere ~~which~~an ~~such~~ offer or ~~solicitation~~sale is ~~unlawful~~not permitted. You ~~Neither~~should ~~the delivery~~assume ofthat ~~this~~the ~~prospectus~~information ~~nor any sale made~~ in ~~connection with~~ this prospectus is ~~shall,~~accurate ~~under~~only ~~any~~as ~~circumstances,~~of ~~create~~the ~~any~~date ~~implication~~on ~~that~~the ~~there~~front ~~has~~cover ~~been~~of ~~no change~~this inprospectus, ~~our~~regardless ~~affairs~~of ~~since~~ the ~~date~~time of delivery of this prospectus or ~~that the information~~any ~~contained~~sale byof ~~reference~~our tocommon ~~this~~stock. Our ~~prospectus~~business, isfinancial ~~correct~~condition, asresults of ~~any~~operations ~~time~~and ~~after~~prospects ~~its~~may have changed since that date.

3Some of the industry and market data contained in this prospectus are based on independent industry publications or other publicly available information, while other information is based on our internal sources. Although we believe that each source is reliable as of its respective date, the information contained in such sources has not been independently verified, and neither we, nor Sandlapper Securities LLC can assure you as to the accuracy or completeness of this information.

Table of Contents

PROSPECTUS SUMMARY

~~The following~~This summary highlights ~~selected~~ information contained elsewhere in this prospectus. ~~This~~ ~~summary~~It does not contain all of the information you should consider before ~~investing~~ inbuying ~~the~~shares ~~securities.~~of our ~~Before~~common ~~making~~stock. You ~~an investment decision, you~~ should read the entire prospectus carefully, ~~including~~especially the ~~"RISK~~“Risk ~~FACTORS"~~Factors” section, ~~the~~ our consolidated financial statements and the related notes toappearing at the ~~financial~~end ~~statements.~~of ~~As used throughout~~ this prospectus, before deciding to invest in shares of our common stock. Unless the ~~terms~~context ~~"Pimi"~~provides otherwise, ~~"Company"~~all references to “Pimi,” "“we,~~" "~~” “us,"” “our,” or ~~"our"~~ similar terms, refer to Pimi Agro ~~CleanTech~~Cleantech, Inc. and its wholly owned subsidiary.

~~Organization~~In this prospectus all references to “$” or “dollars” mean the U.S. dollar, and unless otherwise indicated all currency amounts in this prospectus are stated in U.S. dollars. All financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are reported in U.S. dollars.

~~Pimi Agro CleanTech, Inc. is a Delaware Corporation with one operating subsidiary, Pimi Agro CleanTech, Ltd, which is an Israeli Limited Company (“Pimi Israel”).~~ The ~~Company~~ was formed on April 1, 2009, under the laws of the State of Delaware, and its subsidiary Pimi Israel was formed on January 2004 in the State of Israel under the name "Pimi Marion Holdings Ltd.", and has since changed its name to "Pimi Agro Cleantech Ltd.", on October 2008. The Company~~, through Pimi Israel, owns a patented technology for the treatment of pre and post harvest of fruits and vegetables utilizing environmentally friendly products.~~

OnPimi ~~April~~develops environmentally friendly 27solutions for extending storability and shelf life of fruits and vegetables. The Company, ~~2009~~through weits ~~purchased~~Israeli ~~all~~operating ~~the~~subsidiary, Pimi ~~issued~~Agro ~~shares~~CleanTech, ofLtd, (“Pimi Israel”), ~~from~~owns a patented technology for the treatment of pre- and post-harvest fruits and vegetables. Pimi ~~Israel~~utilizes environmentally friendly products that are based on a unique formulation of environmentally friendly ~~shareholders~~Stabilized inHydrogen ~~consideration~~Peroxide ~~for~~(STHP). 6STHP products,~~313~~ which decompose into oxygen and water and leave no residue,~~589~~ ~~shares~~provide ofa ~~Common~~cost-effective, safer ~~Stock~~and healthier solution for consumers who want to reduce the residue of chemicals in fruits and vegetables consumed. Pimi’s main product (FreshProtect) has been recently registered and approved for sale and use by the United States Environmental Protection ~~Company~~Agency to(EPA) and the ~~Pimi~~California ~~Israel~~Department ~~shareholders~~of Pesticide Regulation (CDPR), and we have already commenced commercial sales of this product in the citrus season which began in October 2013. As aof ~~result~~the date of this registration statement, ~~Pimi~~the ~~Israel~~Company ~~became~~has sold FreshProtect and CitruWash (another of the Company’s products, utilized together with FreshProtect for a comprehensive treatment) ~~wholly~~to ~~owned~~Decco ~~subsidiary~~Ltd., a leading US post-harvest services company, in the aggregated amount of approximately $100,000. Simultaneously the Company is in negotiations with other post-harvest services companies for conducting efficacy proof tests, successful results of which will lead, as the Company believes, to an increase in sales of FreshProtect and CitruWash.

~~In December 2005,~~ Pimi’s ~~Israel~~environmentally ~~purchased all of the outstanding shares of Optiguide~~friendly ~~Humidity~~solutions ~~Control~~for ~~Ltd.~~extending ~~("Optiguide").~~storability ~~Optiguide~~and ~~was~~shelf atlife ~~the time~~ of ~~its~~fruits ~~purchase, an~~and ~~Israeli~~vegetables ~~company~~apply ~~that~~to ~~engaged~~both in the ~~development,~~harvest ~~assembly~~ and ~~marketing~~the distribution of ~~humidity~~fruits ~~control~~and ~~systems~~vegetables. ~~At the time~~Currently, ~~the~~Pimi ~~Company’s~~is ~~strategy~~developing ~~was~~cleansers toand ~~develop~~sanitizers ~~an integrated~~for ~~product based on~~ the ~~Optiguide~~treatment ~~fogging~~of ~~delivery~~fruits ~~systems~~ and ~~the Company’s~~vegetables ~~formula.~~on ~~On April 30~~packing line, ~~2007~~as ~~Pimi~~well ~~Israel~~as ~~completed~~sprout ~~the~~and ~~sale~~disease ~~of Optiguide.~~control ~~For~~products ~~further~~for ~~information,~~use ~~please~~when ~~see~~storing ~~Note~~fruits 14and ~~to our Financial Statements~~vegetables.

WeWithin ~~are~~the ~~a development~~fruit ~~stage business~~ and ~~have~~vegetable ~~had limited~~area, ~~revenues since our~~Pimi’s ~~formation.~~current ~~There~~primary focus is ~~currently~~on nodeveloping ~~public~~products ~~market~~ for ~~our~~the ~~common~~treatment ~~stock.~~of Ascitrus ~~with~~fruits ~~any investment,~~and ~~there~~sweet ~~are certain risks involved in this offering~~potatoes. ~~All potential~~ ~~investors~~In ~~should consult their own tax~~addition, ~~legal~~Pimi ~~and~~is ~~investment advisors~~also ~~prior~~developing ~~to making any decision regarding this offering. The purchase of our shares is highly speculative and involves~~ a ~~high~~device ~~degree~~for ofpreventing ~~risk,~~decay ~~including, but~~during ~~not necessarily limited to,~~ the ~~“Risk~~shipment ~~Factors”~~and ~~described~~transport ~~herein on page 8. Any person who cannot afford the loss~~ of ~~their~~fruits ~~entire~~and ~~investment should not purchase our shares~~vegetables.

~~Business~~Leadership

~~Pimi~~Ami ~~was established~~Sivan in 2004 to develop and sell environmentally friendly alternative solutions to current methods for pre and post harvest treatments of fruits and vegetables. Current methods in practice use residue of harmful chemical pesticides. Pimi Israel and its Co- founder, Mr. Nimrod Ben Yehuda, have invested many years of research in developing eco-friendly solutions; the company’s technology platform is based on a unique and patented formulation of Stabilized Hydrogen Peroxide (~~“STHP”)~~Chief ~~for~~Executive the treatment of fruits and vegetables. Pimi has also developed a controlled distribution system to apply its solution while maintaining humidity at the highest required levels in storage rooms utilizing advanced technology to create micro droplets, in accordance with a special working protocol developed by Pimi.Officer)

~~Pimi~~Mr. ~~is addressing~~Ami ~~the~~Sivan, ~~immediate~~who ~~need~~joined ~~for~~the ~~developing~~Company in ~~treatment~~May ~~and~~2012, ~~season-long~~is ~~harvest storage~~Pimi’s ~~that~~Chief isExecutive ~~chemical-free~~Officer. ~~and~~In ~~environmentally~~2011, ~~friendly~~Mr. AsSivan offounded ~~the~~AMC ~~date~~Israel ofFarming, a Spanish agriculture and ~~the~~marketing ~~filing~~company, which is a member of ~~this~~AMC. ~~registration~~Between ~~statement~~1984-2011, ~~Pimi~~Mr. isSivan ~~focusing~~was onemployed ~~the~~by ~~treatment~~Mehadrin ofGroup Israel (“Mehadrin”). ~~potatoes~~Between 2001-2006, ~~which~~he isserved as the ~~second~~CEO ~~largest~~of ~~stored~~Mehadrin ~~crop~~Tnuport ~~world-wide~~Export (~~after~~a ~~grains~~subsidiary of Mehadrin). During 2000-2001, ~~and~~Mr. Sivan served isas ~~therefore~~the ~~Pimi’s~~CEO ~~first~~of ~~sales~~Pri-or ~~target~~Ltd., an agricultural arm of Mehadrin. Mr. Sivan is a former pilot in the Israeli Air Force and an agronomist

~~The market~~Alon ~~for~~Carmel ~~Pimi’s products is divided into two sections:~~ (i)Chairman ~~stored~~of ~~potatoes~~the ~~(for~~Board ~~both table and processed potatoes), where Pimi’s products prevent quality losses due to sprouting and diseases, and (ii) the market~~ of ~~seeds potatoes where our products aim to prevent diseases and pathogens.~~Directors)

~~Our~~Mr. Alon Carmel has been the Chairman ~~website~~of isPimi’s ~~located~~Board atof ~~http~~Directors since September 2008 In 1998, Mr. Carmel co-founded Spark Networks (AMEX:~~//www~~LOV), which created and runs several successful websites, such as JDate.~~pimiagro~~com, Cupid.co.il and AmericanSingles.com. After leaving Spark Networks in ~~The~~2005, ~~content~~Mr. Carmel invested in a wide range of ~~our~~early ~~website~~stage ~~and~~internet-related start-ups.. Between 1983-1991, Mr. Carmel enjoyed a successful career in real estate. Mr. Carmel is a member of the ~~websites~~Boards ~~referenced~~of ~~throughout~~Spateva ~~this~~LTD, InterLogic LTD, Pipl Search LTD, My League ~~Prospectus~~LTD, ~~are~~Alefo ~~not~~Interactive ~~part~~LTD., Audiogate Technologies LTD, Clicknlink.com Inc., Jlove LLC and Rodeo Consulting LLC. Mr. Carmel is a graduate of ~~this~~The ~~Prospectus~~Technion- Israel Institute of Technology, where he pursed his engineering degree.

4Avi Lifshitz (Chief Financial Officer)

Mr. Avi Lifshitz, a certified public accountant in Israel, is our Chief Financial Officer. Mr. Lifshitz has more than 25 years of experience in accounting, finance and business management. In 1990, Mr. Lifshitz established Meiri-Lifshitz Accounting firm of which he is a partner since. Moreover, for the past 19 years, Mr. Lifshitz has been serving as the CFO of Jordan Valley Semiconductors Ltd - a company that prepares its financial statements in accordance with U.S. GAAP. Mr. Lifshitz is also the Secretary of Jordan Valley Semiconductors UK Ltd, Jordan Valley Semi Conductors Gmbh (Germany) Ltd and Jordan Valley Semiconductors Taiwan Ltd. Furthermore, Mr. Lifshitz is a director in Bede Scientific Inc. (US), Efrat Consultants Ltd (ISR) and Ed-Wise Ltd (ISR). Mr. Lifshitz taught at the Technion - Israel Institute of Technology, where he won an award for excellence in 1998. Mr. Lifshitz holds a B.A. degree in Economics and Accounting from Haifa University

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Nimrod Ben-Yehuda (Chief Technology Officer and Director)

Mr. Nimrod Ben-Yehuda has been Pimi’s Chief Technology Officer since 2003. He is also a member of Pimi’s Board of directors. He is the Co-Founder of Pimi and the inventor of the Company’s products. As a leading entrepreneur in the field of environmentally friendly solutions using STHP, Mr. Ben-Yehuda is responsible for developing the Company’s technology. Between 1993-2003, Mr. Ben-Yehuda served as a joint CEO and CTO of Swissteril Water Purifications Ltd, which developed a protocol for purification of water. Between 1989-2003, he served as the CEO of Nir Ecology Ltd, which develops ecological solutions for food industries, hospitals and veterinarians. Between 1986-1989, Mr. Ben-Yehuda served as the Joint CEO of NitroJet Ltd.

Doron Shorrer (Director)

Mr. Doron Shorrer, a certified public accountant, is a member of Pimi’s Board of Directors. Since 1998, Mr. Shorrer has been the Chairman and CEO of Shorrer International Ltd – an investment company providing financial consulting. Additionally, since 2008, Mr. Shorrer has been a member of the Boards of Bank Massad Ltd, Ofek Cooperative for Capital Management Ltd, and Omer Insurance Company. Between 2005-2007, Mr. Shorrer served as a Chairman of Lito Group (industrial). Between 2003-2006, Mr. Shorrer was the Chairman of Pluristem Life System, Inc. (a bio-technology company traded on NASDAQ) of which he is still a member. Between 2004-2005, Mr. Shorrer served as the Deputy Chairman of Milomor (construction), and between 2002-2004 Mr. Shorrer served as the Chairman of the Israeli Phoenix Insurance Company. Mr. Shorrer holds a BA degree in Economics and Accounting and an MA degree in Business Administration from the Hebrew University of Jerusalem.

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The Offering

Common stock outstanding before the offering	6,313,589
Units:
Common stock offered by selling stockholders	Up to 405,703 shares. The maximum number of shares to be sold by the selling stockholders, 405,703 represents 6.4% of our current outstanding stock. The selling stockholders will offer their shares at $1.35 per share until the Company’s shares are quoted on the OTC Bulletin Board and, assuming we secure this annotation, thereafter at prevailing market prices or privately negotiated prices .
Units offered
Common stock to be outstanding after the offering	Up to 6,313,589 shares
	Minimum amount 1,600,000 Units, at $[●] per Unit
Use of proceeds	We will not receive any proceeds from the sale of the common stock. See "Use of Proceeds" for a complete description.
	Maximum Amount 4,000,000 Units, at $[●] per Unit
Risk Factors	The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 8.
	Each Unit consists of 1 share(s) of common stock, $0.01 par value (a “Share”), and 1 common stock warrant(s) (a “Warrant”).
Forward-Looking Statements	This prospectus contains forward-looking statements that address, among other things, our strategy to develop our business, projected capital expenditures, liquidity, and our development of additional revenue sources. The forward-looking statements are based on our current expectations and are subject to risks, uncertainties and assumptions. We base these forward-looking statements on information currently available to us, and we assume no obligation to update them. Our actual results may differ materially from the results anticipated in these forward-looking statements, due to various factors.
Common Stock:
Common stock offered	Minimum amount of 1,600,000 Shares
	Maximum amount of 4,000,000 Shares
Common stock outstanding before the offering (1)	9,336,487 Shares
Common stock outstanding after the offering (2)	Minimum amount of 10,936,487 Shares
	Maximum amount of 13,336,487 Shares
Quoting	Our common stock is currently listed on the Over-the-Counter Bulletin Board under the symbol “PIMZ”.
Class A Warrants:
Exercisability	Each Warrant is exercisable for 1 share(s) of common stock.
Exercise Price	$[●]
Exercise Period	The Warrants become exercisable [●] days from the date of this prospectus.
	The Warrants will expire at [●] p.m., [●] time, on [●].
Use of Proceeds:	The net proceeds from the sale of the common stock in this offering are estimated to be approximately $[●] after deducting Sandlapper Securities, LLC commissions and fees and estimated offering expenses. We intend to use the net proceeds from this offering to fund working capital needs and other general corporate purposes and to retire certain accounts payable, accrued expenses and other short-term liabilities. See “Use of Proceeds” at page 17
Risk Factors:	Investing in our common stock involves risks that are described in the “Risk Factors” section of this prospectus.

~~The~~(1) ~~above information~~Based ~~regarding~~on the number of shares outstanding as of November 15, 2013. Does not include the following currently exercisable or convertible outstanding securities: 226,042 shares of common stock issuable upon exercise of currently exercisable options with exercise price ranging from $0.72 to be$1.00 ~~outstanding~~per ~~after~~share ~~the~~to ~~offering~~purchase isour ~~based on~~common 6stock under our 2009 Employees Incentive Plan; 1,~~313~~215,~~589~~150 shares issuable upon exercise of currently exercisable warrants to purchase our common stock ~~outstanding~~with asexercise ofprice ~~April~~ranging 30from $0.01 to $1.00 per share and 93, ~~2009~~900 shares issuable upon exercise of currently exercisable convertible notes.

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(2)

Based on the number of shares outstanding as of December 15, 2013, plus minimum amount of 1,600,000 Shares or maximum amount of 4,000,000 Shares, as the case may be, offered as part of the Units under this prospectus. Does not include the following currently exercisable or convertible outstanding securities: 226,042 shares of common stock issuable upon exercise of currently exercisable options with exercise price ranging from $0.72 to $1.00 per share to purchase our common stock under our 2009 Employees Incentive Plan; 1,215,150 shares issuable upon exercise of currently exercisable warrants with exercise price ranging from $0.01 to $1.00 per share to purchase our common stock and 93,900 shares issuable upon exercise of currently exercisable convertible notes. Also excludes 4,000,000 shares of common stock issuable upon exercise of the Warrants offered as part of the Units under this prospectus and 400,000 warrants to be allocated to Sandlapper Securities, LLC as part of their fee. See “Plan of Distribution” for more information regarding this arrangement.

(3)

There is no active trading market for our securities.

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RISK FACTORS

~~You~~An investment in our common stock involves a high degree of risk. You should carefully consider the ~~risks~~risk factors described below astogether ~~well~~with asall ~~other~~of ~~information~~the other ~~provided~~information tocontained ~~you~~ in this ~~document~~prospectus, including ~~information~~our inconsolidated ~~the~~financial ~~section~~statements ofand ~~this document~~the ~~entitled~~notes ~~“Information~~thereto, ~~Regarding~~before ~~Forward Looking Statements.” The risks~~deciding ~~and~~whether ~~uncertainties~~to ~~described~~invest ~~below~~in ~~are~~shares ~~not~~of ~~the~~our ~~only~~common ~~ones~~stock. Each ~~facing~~of ~~the~~these ~~Company. Additional~~ risks ~~and~~could ~~uncertainties~~have ~~not~~a ~~presently~~material ~~known~~adverse toeffect ~~the~~on ~~Company~~our ~~or that~~business, ~~the~~operating ~~Company~~results, ~~currently~~financial ~~believes~~condition ~~are~~and/or ~~immaterial~~growth ~~may~~prospects. As ~~also~~a ~~impair~~result, the ~~Company’s business~~trading ~~operations.~~price ~~If any~~ of ~~the~~our ~~following~~common ~~risks~~stock could ~~actually~~decline ~~occur,~~and ~~the~~you ~~Company’s business,~~might ~~financial~~lose ~~condition~~all or ~~results~~part of ~~operations~~your ~~could~~investment. Additional berisks ~~materially adversely~~and ~~affected,~~uncertainties ~~the~~not ~~value~~presently ofknown to ~~the~~us ~~Company~~or ~~common~~that ~~stock~~we ~~could~~currently ~~decline,~~deem ~~and~~immaterial ~~you~~ may ~~lose~~also ~~all~~impair orour ~~part of your investment~~operations.

Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected, and in the future could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Risks Related to Our Business and Industry

Our independent auditors have expressed substantial doubt about our ability to continue our activities as a going concern, which may hinder our ability to obtain future financing.

Since we have been focused onin developing our propriety technology for availability of commercialization, we have suffered recurring losses from operations and expect to continue incurring losses in the foreseeable future. The continuation of our company as a going concern is dependent upon our ~~company~~ company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of ~~liabilities~~ liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and ~~the capital~~to ~~expenses~~serve ~~noted~~our ~~above~~debts and preferred stock dividends, in their report on the annual financial ~~statements~~ statements for the years ended December 31, ~~2008~~2012, ~~2007~~ and ~~2006,~~2011 our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note ~~disclosures~~ disclosures describing the status of the company, liquidity and management plans.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a ~~significant/substantial~~ substantial dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If the Company should fail to continue as a going concern, you may lose the value of your investment in the Company.

We have a limited operating history upon which to base an investment decision.

Our operating subsidiary, Pimi Israel, was formed in January 2004 and we have only recently begun selling of our products. We have a limited operating history as a company. As a result, there is very limited historical performance upon which to evaluate our prospects for achieving our business objectives. Our prospects must be considered in light of the risks, difficulties and uncertainties frequently encountered by development stage entities.

We will need significant additional capital, which we may be unable to obtain.

Our capital requirements in connection with our research and development activities and transition to commercial operations have been and will continue to be significant. We will require additional funds to continue research, development and testing of our technologies and products, to obtain intellectual ~~property~~ property protection relating to our technologies when appropriate, and to market our products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. There is no assurance additional funds will be available from any source; or, if available, such funds may not be on terms acceptable to the Company. In either of the ~~aforementioned~~ aforementioned situations, the Company may not be able to fully implement its growth plans. Moreover, we will not receive any proceeds from the sale of stock by our selling stockholders, and thus this offering will not affect our ability to meet capital requirements. Additionally, we have not been legally able to undertake any financing efforts, other than some short term debt financing effort, while our Registration is pending.

InAs ~~order to~~of ~~continue~~December ~~our~~1, ~~operations~~2013, ~~without~~we ~~expanding~~have ~~our~~cash ~~activities~~in the wesum ~~estimate~~of ~~that~~$77,438, ~~we will~~and unused ~~need~~credi ~~minimum~~lines ~~capital~~ in the sum of $017,094.8 ~~Million~~Our shortage in ~~2009~~available ~~(out~~cash offlow ~~which~~led weus to a delay in dividend payments on our convertible preferred stock and payments for certain service providers; these payments will be delayed until additional funds are secured. Our executive officers have ~~raised~~also ~~already~~agreed to a postponement of salary payments aggregating approximately $013,500 per month.~~255~~ ~~Million)~~Payments to our executive officers have been postponed since September 2012. Starting May 1, 2013 our executive officers and employees have agreed to a postponement of salary payments aggregating approximately $25,000 per month. Currently our net burn rate is approximately $25,000 per month. As of December 1, 2013, we owe our executive officers the sum of $0240,494.8 ~~Million~~We inexpect to use a portion of the proceeds from this offering to pay these outstanding amounts. See “Use of Proceeds”. ~~2010~~Thus, we need immediate additional investments.

WeIf ~~expect~~we are unable to ~~face~~obtain ~~significant~~such additional ~~competition~~capital ~~from~~as ~~other~~discussed ~~companies~~above, ~~looking~~we will be required to ~~develop~~stop orour ~~acquire~~operations, ~~new~~and ~~alternative environment-friendly~~will ~~solutions~~resume ~~for~~our ~~the~~activities, ~~treatment~~only ofafter ~~fruits~~capital ~~and~~is ~~vegetables~~raised.

We expect to face significant competition in every aspect of our business, and particularly from other companies that seek to enter our market. As regulators are pushing to move away from current residue chemical solutions, such as Chlorophenyl Isopropyl Carbamate also known as Chlorpropham or CIPC (“CIPC”), existing suppliers of these solutions are anxiously looking to develop or acquire new alternative environment-friendly solutions that can sustain their market share and revenue streams or to enable the continuance of CIPC at current levels in new ways of treatment. Additionally, as market opportunity becomes eminent, competitors and new players will most likely attempt to develop similar or comparable solutions. Although Pimi believes its technology is unique, is well protected, and will provide it with a significant competitive barrier, it is nevertheless possible that superior or more cost-effective alternative technology will emerge that will achieve greater market acceptance and render Pimi’s products less competitive. Furthermore, existing vendors can cooperate to combat new players by reducing market prices and margins or other competitive initiatives. The future success of Pimi will therefore depend, to a large extent, upon the company’s ability to achieve market acceptance of its innovative solutions as well as develop and introduce new products and enhancements to existing products. No assurance can be given that the Company will be able to compete in such a market place.5

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We ~~are~~may ~~dependent~~face significant competition ~~upon~~from ~~our~~other ~~Managers~~companies looking to develop or acquire new alternative environment-friendly solutions for the ~~operating~~treatment of ~~the~~fruits and ~~Company~~vegetables.

~~The Company~~We isexpect ~~dependent~~to ~~upon~~face ~~the~~significant competition in ~~services~~every aspect of ~~its~~our ~~management~~business, and particularly from other companies that seek to ~~determine~~enter ~~and~~our market. As regulators are pushing ~~implement~~to ~~the~~move ~~overall~~away ~~focus~~from ~~and~~current ~~strategy~~residue chemical solutions, such as Chlorpropham or CIPC (“CIPC”), existing suppliers of these solutions are anxiously looking to develop or acquire new alternative environment-friendly solutions that can sustain their market share and revenue streams, or to enable the ~~Company~~continuance of CIPC at current levels in new ways of treatment. ~~Furthermore~~ Additionally, ~~the~~as ~~Company~~market isopportunity ~~dependent~~becomes ~~upon~~eminent, ~~the~~competitors ~~Managers~~and new players will most likely attempt to ~~oversee~~develop ~~the~~similar ~~operations~~or ofcomparable solutions. Although Pimi believes its technology is unique, and will provide it with a significant competitive barrier, it is nevertheless possible that superior or more cost-effective alternative technology will emerge that will achieve greater market acceptance and render Pimi’s ~~Israel~~products less competitive. ~~Thus~~ Furthermore, ~~there~~existing vendors can becooperate noto ~~assurance~~combat ~~that~~new ~~the~~players ~~Managers’~~by reducing market ~~experience~~prices ~~will~~and bemargins ~~sufficient~~or toother ~~successfully~~competitive ~~achieve~~initiatives. ~~the~~The ~~business~~future ~~objectives~~success of ~~the~~ ~~Company. All~~Pimi ~~decisions~~will ~~regarding~~therefore ~~the~~depend, ~~management~~to ofa large extent, upon the ~~Company~~company’s ~~affairs~~ ~~will~~ability beto ~~made~~achieve ~~exclusively~~market byacceptance ~~the~~of ~~Officers~~its innovative solutions as well as develop and ~~Directors~~introduce ofnew ~~the~~products ~~Company~~and enhancements to existing products. In ~~the~~No ~~event~~assurance ~~these~~can ~~persons~~be ~~are~~given ~~ineffective,~~that the Company~~’s business~~ ~~and~~will ~~results~~be ofable ~~operation~~to ~~would~~compete ~~likely~~in besuch ~~adversely affected~~a market place.

We have incurred significant losses to date and expect to continue to incur losses.

During the year ended December 31, 2012, we incurred net losses in the sum of $695,742. Our net loss during the nine months ended September 30, 2013, was $390,553. Since we have started our operation in 2004 and until September 30, 2013 we incurred accumulated losses in the sum of $5,397,970. We expect to continue to incur losses for the fiscal year ended December 31, 2013 and for the foreseeable future. Continuing losses will have an adverse impact on our cash flow and may impair our ability to raise additional capital required to continue and expand our operations.

We are dependent upon our Executives for the operating of the Company.

The Company is dependent upon the services of its management, namely, Mr. Ami Sivan, and Mr. Nimrod Ben Yehuda, to determine and implement the strategy of the Company. Furthermore, the Company is dependent upon its management to oversee the operations of Pimi and its operating subsidiary Pimi Agro CleanTech Ltd. (“Pimi Israel”). Thus, there can be no assurance that our management’s experience will be sufficient to successfully achieve the business objectives of the Company. All decisions regarding the management of the Company’s affairs will be made exclusively by the officers and directors of the Company. In the event these persons are ineffective, the Company’s business and results of operation would likely be adversely affected.

Our success is dependent upon our ability to achieve regulatory approvals in the U.S. and abroad.

A critical key to our success and ability to expand our business is our ability to obtain regulatory approvals in ~~the~~United ~~European~~States ~~Union~~ and ~~United~~in ~~States~~other countries for the use of our products. inThe ~~these~~regulatory ~~countries~~approvals ~~and~~of ~~also~~some inof ~~other~~our ~~countries.~~products ~~The regulatory approvals~~ are ~~dependant~~dependent, on trials to show the efficacy or the non -toxicity of of our products, and are time and cost consuming. Such ~~trial~~registration filling might take longer period than expected, and it might delay obtaining such regulatory approvals, or might cause delay in starting ~~operation~~ operations on a large scale in these countries and other jurisdictions. We currently have EPA registration for our SpuDefender™ and FreshProtect™ products. We have postponed our efforts to obtain regulatory approvals for EU states.

Our success is dependent upon our ability to achieve market acceptance.

In order to achieve high volume sales, and attain a leading market share and become the new standard of treatment, the Company’s ~~SpuDefenderTM and other~~ products must not only be approved by the regulators, but also endorsed by the major ~~potato~~packers ~~food~~and ~~processors~~storage providers, retailer of fruits and vegetables as well as ~~the organic food and~~ environment organizations. Pimi is aware of this key factor and is focusing on conducting large scale trials with major ~~food~~fruits and ~~processors~~vegetables packers and retail ~~supplier~~suppliers of ~~table~~fresh ~~potatoes~~consumed goods in several countries, in order to show the efficacy of the products ~~SpudefenderTM~~ and our technology and to receive ~~the~~these recognition of the ~~industry~~packers and retailers, but no assurances can be made that we will succeed in such endeavor and how long it will take until we shall receive market recognition. Accordingly, as of the date hereof, the Company has scheduled proof of efficacy trials with Pace, another worldwide leading post-harvest services provider.

Our products and technology are still in development stage and require additional trials and development.

Our products and technology have been tested in numerous trials, ~~mainly~~ in ~~Israel, which~~the isU.S aand ~~hot~~in ~~climate~~Israel ~~country and~~ on vegetables and fruits varieties which are grown in hot climate, as well as storage rooms with refrigeration., ~~Trials~~and ~~conducted~~also ~~in Europe~~on ~~during~~certain ~~the~~type ~~last~~of ~~potato~~processes ~~season~~which inare ~~cold~~used ~~weather~~in ~~conditions~~these ~~demonstrated that~~countries. weWe still need to present ~~make~~efficacy ~~some~~in ~~adjustments~~other toclimates ~~our~~and ~~storage~~other ~~protocol~~countries ~~mainly~~with ~~because~~different types of ~~these~~ ~~weather~~processes ~~conditions.~~than ~~These~~those ~~adjustments~~we ~~may~~have ~~require~~presented ~~additional trials and~~performance ~~may~~with ~~delay the commercialization of~~ our products ~~and technology~~.

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We rely on our Technologies to successfully develop and market new and existing products.

Our product has been tested in multiple commercial and small scale tests. AsSome of ~~the~~our ~~date~~products ofare ~~filing of~~still ~~this~~under ~~registration~~evaluation ~~statement,~~in isBeta ~~currently~~sites ~~undergoing~~trails ~~five large scale field trials~~ in the ~~United~~US ~~Kingdom, Germany and the Ukraine~~ with leading ~~food~~ ~~processors~~vegetables and ~~retailers~~fruits inpackers ~~such~~and ~~countries~~suppliers. It is possible that the results from these large scale tests may show lower efficacy than tests conducted previously, and may require some product improvements as well as possible changes in the application and usage ~~storage~~ protocol. These factors may significantly delay our ~~product’s~~ products' introduction to market. Likewise, we cannot be sure these ~~products~~ products will be commercially viable, and have no assurances that we will be able to expand upon our current product offerings or that any such expansion will result in revenues to the company.

We rely on rapidly establishing a global distributorship network in order to effectively market our products.

~~Pimi~~The company, through its wholly owned subsidiary, Pimi Israel, has developed initial partnerships with local ~~distributors in Europe~~partners. In order to expand sales and marketing globally, and capture a leading market share before any potential reaction from the ~~competition~~ competitors, ~~Pimi~~the Company will need to rapidly expand geographically and establish a global distribution network. This is likely to put pressure on management, financial and operational resources of the Company. In order to mitigate this factor, once Pimi establishes a significant presence in the market, it will ~~proceed~~ proceed to establish strategic ~~OEM~~ partnerships with some of the leading players in the market, however, there are no assurances that we will succeed in establishing such partnerships, which may harm the marketing of our ~~product~~products and the development of our business.

Our inability to attain and protect ~~intellectual~~our intellectual property rights could reduce the value of our products, services and brand.

Patents and pending patents, trademarks, trade secrets, copyrights and other intellectual property rights may be important assets for us. Various events outside of our control pose a threat to our ability to attain or protect intellectual property rights as well as to our products and services. ~~For~~ For example, effective intellectual property protection may not be available in every country in which our products ~~and services~~ are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our ability to attain or protect our intellectual property rights could harm our business or our ability to compete. Also, protecting intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our future intellectual property could make it more expensive to do business and harm our operating results.

7Our success is dependent upon the acceptance of environment-friendly solutions for fruits and vegetables.

Our ~~success~~ future is dependent upon the acceptance of environment-friendly, ~~storage~~ non-residue treatment solutions for fruits and vegetables. Although we believe this appears to be the direction the market is going in the coming years, these trends as well as the future size of this market, and other potential markets for the Company’s products, depend upon a number of factors, many of which are beyond the control of the Company. For example, failure to convince retailers, to bear additional cost for residue free fruit and vegetables and a failure to convince the consumers to purchase residue free fruits and vegetables for higher prices, could have adverse effects on Pimi’s business, financial condition, operating results and cash flow going forward.

~~The future~~Our ofbusiness ~~the company is dependent upon the acceptance of environment-friendly, non-residue storage solutions for as well as the objection to genetically modified, fruits~~ and ~~vegetables.~~operations ~~Although this appears to~~ may be ~~the~~affected ~~direction~~by ~~the market~~climate ischange ~~going in the coming years~~conditions, ~~these trends as well as the future size of this market, and other potential markets for the Company’s products, depend upon a number of factors, many of~~ which are beyond the control of the Company. For example, failure to receive regulatory approvals or failure to convince retailers or food processors, to bear additional cost for residue free fruit and vegetables, failure to convince the consumers to purchase residue free fruits and vegetables for higher prices, could ~~have~~materially ~~adverse~~harm ~~effects~~our ~~on Pimi’s business,~~ financial ~~condition, operating~~ results ~~and cash flow going forward.~~

Our business may be affected from changes in climate conditions as such events would affect the crops and their storability (e.g. potatoes) in those cases where there is unusually warm, dry, humid or cold weather before cropping.

In such instances, we may suffer a decrease in revenues as a result of a smaller storage volume of rooms or shorter storage period. While as of December 31, 2012 climate change events did not influence us materially, we anticipate that once we will increase our operations, and certain territories will experience significant climate change, such as above-common rains, heat waves, dry air conditions, and unusually cold or prolonged cold weather conditions, such events may materially impact our financial results.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall~~, in the event it becomes listed on the OTCBB~~. Each of the risk factors listed in the section Risk Factors, and the following factors may affect our operating results:

• Our ability to attract users for our products. • Our ability to generate revenue from our products. • The amount and timing, of operating costs and capital expenditures related to the maintenance and expansion of our businesses, ~~operations~~ and ~~infrastructure~~operations. • Our focus on long-term goals over short-term results. • ~~Our ability to keep our testing programs operational at a reasonable cost and without service interruptions. •~~ Global economic situation. • Fluctuations in weather conditions. ~~• The seasonal nature of our business.~~

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Our revenues may be subject to seasonal variability.

Our revenues may be affected by seasonal factors, including:

the seasonality of our customers;

the ability to supply our products during critical harvest periods; and

the timing and effects of ripening and perishability.

Our business depends to some extent on international transactions.

As a ~~consequence~~ result of the international nature of Pimi’s business, the company is exposed to risks associated with changes in foreign currency exchange rates. A ~~majority~~ majority of the company’s revenues and substantially all of its cost of sales are in USD ~~or Euros~~, whilst our management, marketing, sales and R&D costs are in NIS. The Company is therefore exposed to foreign currency risk due to fluctuations in exchange rates. This may result in gains or losses with respect to movements in exchange rates, which may be significant and may also cause ~~fluctuations~~ fluctuations in reported financial information that are not necessarily related to the Company’s operating results.

~~We operate~~The inherent dangers in ~~developing~~production and ~~countries~~transportation ~~which~~of ~~are~~Hydrogen ~~affected~~Peroxide ~~seriously~~could bycause ~~the~~disruptions ~~global economic~~and ~~crisis~~could expose us to potentially significant losses, costs or liabilities.

~~Among~~Pimi's operations are subject to significant ~~other~~hazards ~~countries~~and werisks inherent in transporting of the active ingredient of our Product- Hydrogen Peroxide. In high concentrations, Hydrogen Peroxide is an aggressive oxidizer and will corrode many materials. We are ~~currently~~working ~~operating~~with limited low concentration of the product, however in ~~developing~~high ~~countries~~concentrations ~~such~~of asH2O2 it will react violently. Hydrogen Peroxide should be stored in a cool, dry, ~~Ukraine~~well-ventilated area and weaway ~~intend~~from toany ~~operate~~flammable inor ~~other~~combustible ~~developing~~substances. ~~countries~~It ~~which~~should ~~are~~be ~~largely~~transported in special tanks and vehicles ~~affected~~and byshould ~~the~~be ~~current~~stored ~~global~~in ~~economic~~a ~~crisis~~container composed of non-reactive materials. ~~This~~These ~~may~~hazards ~~affect~~and ~~our~~risks ~~ability~~include, but are not limited to, ~~expand~~fires, ~~our~~explosions, ~~operations~~third-party interference (including terrorism) and tomechanical ~~achieve~~failure ~~our~~of ~~sales~~equipment ~~target~~at inPimi’s or third-party facilities. The occurrence of any of these events could result in production and distribution difficulties and disruptions, personal ~~countries~~injury or wrongful death claims and other damage to properties.

The dangers inherent in production and transportation of Hydrogen Peroxide could cause disruptions and could expose us to potentially significant losses, costs or liabilities.

Pimi's operations are subject to significant hazards and risks inherent in transporting of the active ingredient of our Product- Hydrogen Peroxide. In high concentrations, Hydrogen Peroxide is an aggressive oxidizer and will corrode many materials. High concentrations of H2O2 will react violently. Hydrogen Peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible substances. It should be transport in special tanks and vehicles and should be stored in a container composed of non-reactive materials. These hazards and risks include, but are not limited to, fires, explosions, third-party interference (including terrorism) and mechanical failure of equipment at Pimi’s or third-party facilities. The occurrence of any of these events could result in production and distribution difficulties and disruptions, personal injury or wrongful death claims and other damage to properties.

Risks Related to our Location in Israel

Conditions in Israel may limit our ability to manage and market our products, which would lead to a decrease in revenues.

Because part of our operations is conducted in Israel and our management is located in Israel, our operations are directly affected by economic, political and military conditions affecting Israel. Specifically, we could be adversely affected by:

▪ any major hostilities involving Israel; ▪ risks associated with outages and disruptions of communications networks due to any hostilities involving Israel; and ▪ a significant downturn in the economic or financial conditions in Israel.

As ~~risks~~of ~~associated~~the ~~with~~date ~~outages~~of ~~and~~this ~~disruptions~~prospectus, most of ~~communications~~our ~~networks~~sales ~~due~~are tomade ~~any~~in ~~hostilities involving~~ Israel~~; and~~.

Political, aeconomic ~~significant~~and ~~downturn~~military conditions in ~~the~~Israel ~~economic~~have a direct influence on us because our operations are located there. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could materially and adversely affect our operations. Several Arab countries still restrict business with Israeli companies and these restrictions may have an adverse impact on our operating results, financial ~~conditions~~condition or the expansion of our business. We could be adversely affected by restrictive laws or policies directed towards Israel and Israeli businesses. The establishment in 2006 of a government in the Palestinian Authority by representatives of the Hamas militant group has created additional unrest and uncertainty in the area. In November 2012 and December 2008, Israel was engaged in an armed conflict with Hamas in the Gaza Strip, in the southern region of Israel. During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamic Shiite militia group, which disrupted most daily civilian activity in northern Israel. These events have at times caused considerable damage to the Israeli economy. As a result of the political and military situation, Israel’s economy has at times suffered considerably. Ongoing or revived hostilities related to Israel may have a material adverse effect on our business and on our share price.

~~Since the establishment of the State of Israel in 1948~~Additionally, aboycotts ~~number~~ of ~~armed conflicts have taken place between Israel and its Arab neighbors and a state of hostility~~products, ~~varying~~ ~~in degree and intensity, has led to security and economic problems for~~prompted ~~Israel.~~by ~~Despite negotiations to effect peace between Israel and its Arab neighbors~~political, ~~the~~religious ~~future~~or ofother ~~these peace efforts is uncertain. Since October 2000~~factors, ~~there~~may ~~has~~affect ~~been~~our afinancial ~~significant~~condition ~~increase in violence, civil unrest~~ and ~~hostility,~~results ~~including armed clashes between the State~~ of ~~Israel and the Palestinians, and acts of terror have been committed inside Israel and against Israeli targets in the West Bank and Gaza Strip~~operations. InIf ~~addition,~~such ~~the~~boycotts ~~recent~~were ~~armed conflict with Hezbollah on the northern border of Israel and extremists groups in the southern region may negatively affect business conditions in Israel. There is no indication as~~ to ~~how~~become ~~long the current hostilities will last or whether there will be any further escalation. Any further escalation in these hostilities or any future conflict~~widespread, ~~political~~it ~~instability~~could ~~or violence in the region may~~ have a ~~negative~~significant ~~effect~~impact on our ~~business, harm our results of operations and adversely affect our share price~~revenues.

Furthermore, there are a number of countries that restrict business with Israel or with Israeli companies, which may limit our ability to promote our products and services in those countries.

Table of Contents

We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.

We have non-competition agreements with all of our employees, all of which are governed by Israeli law. These agreements prohibit our employees from competing with or working for our competitors, generally during their employment in Pimi and for up to 6 months after termination of their employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to to enforce those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has obtained unique value to the employer specific to that employer’s business and not just regarding the professional development of the employee. If we are not able to enforce non-compete covenants, we may be faced with added competition.

~~Risks~~It ~~Related~~will tobe ~~this~~extremely difficult to ~~Offering~~acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.

The ~~Company~~majority of our officers and present ~~arbitrarily~~directors ~~determined~~reside outside of the ~~offering~~United ~~price~~States and ~~terms~~most of our operations at the ~~Shares~~time ~~offered through~~of the filing of this ~~Prospectus~~prospectus are located outside the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the Federal securities laws.

The ~~price of the~~ Shares ~~has~~are ~~been~~an ~~arbitrarily~~illiquid ~~determined and bears no relationship to the assets or book value of the Company, or other customary~~ investment ~~criteria. No~~as ~~independent~~there ~~counsel~~is orpresently ~~appraiser~~limited ~~has~~market ~~been~~for ~~retained~~our ~~to value the~~ Shares, and notransferability ~~assurance can be made that the offering price is in fact reflective~~ of the ~~underlying value of the~~ Shares ~~offered hereunder. Each prospective investor~~ is ~~therefore~~subject ~~urged~~ to ~~consult with~~significant ~~his or her own legal counsel and tax advisors as to the offering price and terms of the Shares offered hereunder~~restriction.

~~The~~There ~~Shares~~is ~~are~~presently ana limited market for ~~illiquid~~our ~~investment~~common stock, and we cannot be certain that a public market will become available, or that there will be sufficient liquidity to allow for sale or transferability of the shares within the near future. Therefore, the purchase of our Shares must be considered a long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for an indefinite period of time. There is ~~subject~~a limited public market for the resale of our Shares. A prospective investor, therefore, may not be able to ~~significant~~liquidate its investment, even in the event of an emergency, and ~~restriction~~Shares may not be acceptable as collateral for a loan.

~~There~~Upon ~~is presently~~completion noof ~~market~~this ~~for the shares, and we cannot be certain that a public~~offering ~~market will become available, or that~~ there will be ~~sufficient~~an ~~liquidity~~immediate to allow for sale or transferability of the shares within the near future. Therefore, the purchase of the Shares must be considered a long-term investment acceptable only for prospective investors who are willing and ~~can afford to accept and bear the~~ substantial ~~risk~~dilution ~~of the investment for an indefinite period of time. There is not a public market for the resale of the Shares. A prospective investor, therefore, may not be able~~ to ~~liquidate~~purchasers ~~its investment, even in the event~~ of anour ~~emergency, and Shares may not be acceptable as collateral for a loan~~securities.

The public offering price of the Shares may be substantially higher than the net tangible book value of our Common Stock. Investors participating in this offering will incur immediate and substantial dilution in the per share net tangible book value of their investment from the initial public offering price of approximately $[●] or [●]% in the offering. See “Dilution”

Because We May Be Subject To The “Penny Stock” Rules, You May Have Difficulty In Selling Our Common Stock.

If ~~a public~~ market activity develops for our common stock and our stock price is less than $5.00 per share, our stock may be subject to the SEC’s penny stock rules. These rules impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons other than ~~established~~ established customers and institutional accredited investors. The application of these rules may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own. According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

•	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
•	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
•	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced salespersons;
•	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
•	The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

If we are subject to penny stock rules, you may have difficulty selling your shares of our common stock. For more information about penny stocks, please visit http://www.sec.gov/answers/penny.htm.

~~FORWARD-LOOKING STATEMENTS~~Table of Contents

~~Some~~CAUTIONARY ofSTATEMENT ~~the~~REGARDING ~~statements contained in this Registration Statement that are not historical facts are "forward~~FORWARD-~~looking~~LOOKING statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Registration Statement, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:STATEMENTS

•This ~~our~~prospectus ~~ability~~contains to“forward-looking statements” ~~attract~~within ~~and~~the ~~retain~~meaning ~~management;~~of •the ~~our~~Private ~~growth~~Securities ~~strategies;~~Litigation •Reform ~~anticipated~~Act ~~trends~~of in1995. Such ~~our~~forward-looking statements ~~business;~~concern • our ~~future~~anticipated results ofand ~~operations;~~developments •in our ~~ability~~operations toin ~~make~~future orperiods, ~~integrate~~planned ~~acquisitions;~~exploration ~~• our liquidity~~ and ~~ability to finance our acquisition and~~ development of ~~activities;~~its ~~• the timing~~properties, ~~cost~~plans ~~and~~related ~~procedure~~to ~~for~~its ~~proposed~~business ~~acquisitions;~~and •other ~~the~~matters ~~impact~~that ofmay ~~government~~occur ~~regulation;~~in •the ~~estimates regarding~~ future. These ~~net~~statements ~~revenues;~~relate to •analyses ~~planned~~and ~~capital~~other ~~expenditures~~information ~~(including~~that ~~the~~are ~~amount~~based ~~and~~on ~~nature~~forecasts ~~thereof);~~of •future ~~estimates~~results, ~~plans~~estimates ~~and~~of ~~projections~~amounts ~~relating~~not toyet ~~acquired~~determinable ~~properties;~~and assumptions •of our ~~financial position, business strategy and other plans and objectives for future operations;~~management.

•Any ~~the~~statements ~~possibility~~that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that ~~our~~certain ~~acquisitions~~actions, events or results “may”, ~~involve~~“could”, ~~unexpected~~“would”, “might” ~~costs;~~or •“will” ~~competition;~~be •taken, ~~the~~occur ~~ability~~or be achieved) are not statements of ~~our~~historical ~~management~~fact ~~team~~and may be forward-looking statements. Forward-looking statements are subject to ~~execute~~a ~~its~~variety ~~plans~~of known and unknown risks, uncertainties and other factors which could cause actual events or results to ~~meet~~differ ~~its~~from ~~goals;~~those expressed or implied by the forward-looking statements, including, without limitation:

• ~~general~~risks ~~economic~~related ~~conditions,~~to ~~whether internationally, nationally or in~~ the ~~regional~~competition ~~and~~from ~~local~~large ~~market~~number ~~areas~~of inestablished ~~which we are doing business, that may be less favorable than expected;~~ and •well-financed ~~other~~entities ~~economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors~~ that ~~may~~are ~~negatively~~actively ~~impact~~involved ~~our~~in ~~businesses,~~the ~~operations~~ore and ~~pricing.~~postharvest treatment;

~~All written~~• ~~and~~risks ~~oral~~related ~~forward-looking statements made in connection with this Form S-1 that are attributable~~ to ~~us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements~~research, ~~you~~development ~~are~~and ~~cautioned~~commercialization ~~not to place undue reliance on such forward-looking statements.~~costs;

~~USE~~• OFrisks ~~PROCEEDS~~ related to expected operating and general administrative costs, costs of services and other costs and expenses;

This ~~prospectus~~ ~~relates~~list tois ~~shares~~not exhaustive of the factors that may affect our ~~common~~forward-looking ~~stock~~statements. Some ~~that~~of ~~may~~the beimportant ~~offered~~risks and ~~sold~~uncertainties that could affect forward-looking ~~from~~statements ~~time~~are todescribed ~~time~~further byunder the ~~selling~~sections ~~stockholders~~titled “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Operating Results” of this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We ~~will~~caution readers not ~~receive~~to place undue reliance on any ~~proceeds~~such ~~from~~forward-looking statements, which speak only as of the ~~sale~~date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of ~~shares~~such statements or to reflect the occurrence of ~~common~~anticipated ~~stock~~or inunanticipated ~~this~~events, ~~offering~~except as required by law.

~~DETERMINATION~~Our financial statements are stated in OFUnited ~~OFFERING~~States ~~PRICE~~ dollars and are prepared in accordance with United States generally accepted accounting principles.

~~The pricing~~In ofthis ~~the~~prospectus, ~~Shares~~unless ~~has~~otherwise ~~been arbitrarily determined and established by the~~specified, ~~Company. No~~all ~~independent~~dollar ~~accountant~~amounts orare ~~appraiser~~expressed ~~has been retained to protect the interest of the investors. No assurance can be made that the offering price is~~ in ~~fact~~United ~~reflective~~States ofdollars ~~the~~and ~~underlying~~all ~~value~~references ~~of the Shares. Each prospective investor is urged~~ to ~~consult~~"common ~~with~~stock" ~~his~~refer ~~or her counsel and/or accountant as~~ to ~~offering price and~~ the ~~terms~~common ~~and conditions of~~shares ~~the Shares. Factors to be considered~~ in ~~determining~~our ~~the price include the amount of~~ capital expected to be required, the market for securities of entities in a new business venture, projected rates of return expected by prospective investors of speculative investments, the Company’s prospects for success and prices of similar entitiesstock.

~~DILUTION~~We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

~~MANAGEMENT’S~~Table ~~DISCUSSION~~of ~~AND ANALYSIS OR PLAN OF OPERATION~~Contents

~~Background~~USE OF PROCEEDS

~~Pimi Israel~~We ~~was~~estimate ~~established~~that inour ~~2004~~net ~~with~~proceeds, ~~a vision towards developing environmentally~~after ~~friendly~~deducting ~~and~~the ~~organic~~estimated ~~alternative~~expenses ~~solutions~~related to ~~current~~this ~~chemical treatments of agricultural harvest~~offering, ~~such~~including ascommissions ~~fruits,~~and ~~vegetables~~accountable and ~~grains, thereby improving the well~~non-~~being~~accountable expenses of ~~consumers, growers and~~ the ~~environment.~~Placement ~~hawse~~Agent, ~~have~~will ~~devoted significant~~be ~~research~~ in ~~developing~~range ~~environmentally~~of ~~friendly~~approximately ~~solutions~~$1,700,000 ~~for~~(assuming ~~pre and~~minimum ~~post~~gross ~~harvest~~proceeds ~~treatments~~ of ~~fruits~~$2,000,000 ~~and~~are ~~vegetables. The company's technology~~raised) isor ~~based on a unique~~$4, ~~patented formulation of Stabilized Hydrogen Peroxide~~400, ~~combined~~000 ~~with~~(assuming amaximum ~~controlled~~gross ~~distribution~~proceeds ~~system~~of ~~used to apply it~~$5,000,000 asare ~~well as to maintain humidity at optimal levels in storage rooms~~raised).

OnWe ~~April 27,~~intend ~~2009~~to weuse ~~purchased all~~ the ~~issued~~estimated ~~and~~net ~~outstanding~~proceeds ~~shares~~as of Pimi Israel from Pimi Israel’s shareholders in consideration for 6,313,589 shares of our Common Stock (the “Exchange Agreement"). As a result, Pimi Israel became a wholly-owned subsidiary of the Company.follows:

Pimi is addressing the immediate need of minimizing crop loss during season-long harvest storage using treatments that are chemical-free and environmentally friendly. Current industry treatments are based on harmful chemicals that are gradually being banned by regulatory bodies throughout the world. Due to the magnitude of this unsolved problem and the enormous impact of a long-awaited solution in the global agricultural industry, management believes that Pimi is positioned to become a leading company in this field.

	Approximate Amount (if minimum is raised)		Percent of Net Proceeds (if minimum is raised)			Approximate Amount (if maximum is raised)		Percent of Net Proceeds (if maximum is raised)
To fund research and development activities, including trials, purchase of equipment, laboratory services etc.	$	600,000		35.3	%	$	1,700,000		38.6	%
To fund Company’s business development activities, including marketing and promotion of the Company’s products	$	350,000		20.6	%	$	1,300,000		29.5	%
To fund IP and regulatory registration activities	$	200,000		11.8	%	$	750,000		17.0	%
To retire certain accounts payable, accrued expenses and other short-term liabilities (i)	$	500,000		29.4	%	$	500,000		11.4	%
Miscellaneous	$	50,000		2.9	%	$	150,000		3.4	%

~~Plan~~The foregoing represents our current intentions based upon our current plans and business condition. Management will have broad discretion in the application of ~~Operation~~our net proceeds from this offering, and ~~Financing~~the ~~Needs~~occurrence of unforeseen events or changes in business conditions could result in the application of our net proceeds from this offering in a manner other than as described in this prospectus. Pending application of our net proceeds, we intend to invest the net proceeds in short-term, interest- bearing, investment-grade securities.

~~The Company~~(i) ~~has~~Use ~~sustained~~of ~~operating~~proceeds ~~losses~~includes ~~and~~payment ~~its~~of ~~cash~~up ~~needs~~to ~~extend~~$72,150 ~~beyond~~to ~~its~~executive ~~current~~officers ~~resources.~~representing ~~Subsequent~~payment toof ~~the~~accrued ~~third~~amounts ~~quarter~~under ofemployment ~~2009,~~agreements ~~the~~for ~~Company~~salaries ~~will exhaust~~due ~~most~~upon closing of ~~its~~the ~~liquidity.~~minimum Inoffering amount ~~addition~~and $240,494 ~~the~~upon ~~Company~~closing ~~does~~of ~~not~~the ~~have~~maximum aamount. No ~~reliable source~~proceeds offrom ~~future~~the ~~funding.~~offering ~~These~~will ~~factors~~be ~~create~~utilized anfor ~~uncertainty~~the ~~about~~payment ~~the~~of ~~Company’s~~future ~~ability~~compensation tounder ~~continue~~employment asarrangements afor ~~going~~executive ~~concern~~officers.

AsPRICE ofRANGE ~~the~~OF ~~filing~~COMMON ~~date of this registration statement, we have generated limited revenues from sales of our products to customers.~~STOCK

InOur ~~order to~~shares ~~complete~~are ~~our~~listed ~~R&D~~on ~~and~~the toOTCBB ~~generate sales we will require working capital in~~under the ~~sum~~ticker ofsymbol $1“PIMZ.2” As ~~million~~of ~~(out~~the date of ~~which~~this weprospectus, ~~have~~our ~~already~~stock ~~raised~~price ~~$0.255~~is ~~million~~quoted as of ~~April 30, 2009) and~~ $1.325 ~~million~~as inreported by the ~~years~~OTCBB; ~~2009 and 2010~~however, ~~respectively. We~~ ~~plan~~there tohas ~~raise~~not ~~funds~~been ~~from~~any ~~Institutional~~trading ~~Investors and private investors~~ in ~~2009~~our ~~in the net amount of $3~~securities.~~3 Million.~~

From January 2008 through April 2009, Pimi Israel engaged in a Private Placement in the aggregate amount of $1.196 Million which included up to 2,279,355 Ordinary Shares of Pimi Israel for the average price of $0.525 per share, which were exchanged for 2,279,355 shares of Common Stock of the Company under the Exchange Agreement. This financing allowed us to execute pilot treatments of storage rooms with our product and technology in the UK, Germany and the Ukraine, to begin marketing of our products and technology and to advance the development of our products and technology.CAPITALIZATION

AsThe offollowing ~~the date~~table ofsets ~~the~~forth ~~filing~~our: ~~of this registration statement, there is no expected purchase~~(i) orcash ~~sale~~and ofcash ~~plant~~equivalents; or(ii) ~~significant~~restricted ~~equipment~~cash inand ~~the~~marketable ~~next~~securities; 12(iii) ~~months.~~total ~~There~~assets; ~~are~~(iv) ~~no planned~~total ~~significant~~liabilities; ~~changes~~(v) ~~in the number~~ components of ~~employees~~stockholders’ ~~over~~equity; ~~the~~(vi) ~~next~~total ~~12 months~~capitalization; ~~however,~~ ifand a(vi) ~~contract~~outstanding ~~that~~shares ~~requires~~of ~~significant~~common ~~staff~~stock ~~increase~~as isof ~~presented~~September ~~and executed~~30, it2013, as ~~may be necessary to hire additional employees.~~follows:

~~Results of~~· ~~Operations~~on ~~for~~an ~~the Year~~actual ~~Ended~~basis; ~~December 31, 2008 compared to Year Ended December 31, 2007~~ and ~~to the Year Ended December 31, 2006~~

~~Total~~· ~~Net Sales: Total~~on ~~Net~~a ~~Sales~~pro ~~increased~~forma ~~$88,849~~as oradjusted ~~564%~~basis to ~~$104,612 in~~reflect ~~2008~~the ~~from~~sale ~~$15,763~~by ~~for~~us ~~2007. Increase~~ of ~~revenue~~[●] ~~was~~shares ~~derived from sales~~ of ~~our~~common ~~products~~stock ~~and technology to pilot storage rooms~~ in ~~order~~this ~~to show efficacy in the UK~~offering, ~~Ukraine~~ and ~~Germany. The~~after ~~Company’s~~deduction ~~products~~estimated ~~and technology~~placement ~~are~~agent ~~still in development stage and have not been actively marketed to date. Total Net Sales decreased $13~~fees,~~691~~ orcommissions ~~46% to $15,763 in 2007 from $29,454 for 2006.These decreases in 2006~~ and ~~2007~~advisory ~~were~~fees ~~due to investments in pilot storage rooms for proving the efficacy of our products,~~ and ~~the~~estimated ~~introduction~~offering ~~of our~~expenses ~~product~~payable ~~without~~by ~~generating substantial sales~~us.

~~R&D~~You ~~Expenses:~~should ~~R&D Expenses~~read ~~for~~this ~~2008~~table oftogether ~~$515,154 increased $196,139 or 61% from~~ with the ~~$319,015~~sections ~~in 2007, due to cost~~ of ~~the~~this ~~pilot~~prospectus ~~storage~~entitled ~~rooms~~“Use weof ~~have installed in the UK~~Proceeds”, ~~Ukraine~~ ~~and~~as ~~Germany~~well ~~and costs related to these pilot rooms such~~ as ~~travel expenses. R&D~~our ~~Expenses~~consolidated ~~for~~financial ~~2007 of $319,015 decreased $132,989 or 29%~~statements ~~from~~and ~~the~~related ~~$452,004~~notes inand ~~2006, mostly due to R&D Grants received from~~ the ~~Chief Scientist~~other –financial ~~Government~~information ofappearing ~~Israel~~elsewhere in ~~the~~this ~~amount of $91,248 in 2007, in comparison with no grants received in 2006~~prospectus.

General and Administrative Expenses: General and administrative expenses decreased by $3,004 or 2% in 2008 to $187,032 from $190,036 in 2007. General and administrative expenses increased by $39,218 or 26% in 2007 to $190,036 from $150,818 in 2006, mostly due to increase in Professional fees expenses.

Loss from Operations: Loss from operations for 2008 of $597,574 was up $104,286 or 21% from the loss from operations in 2007 of $493,288 as a result of the growth in R&D expenses ($196,139) were partially compensated by growth of sales ($88,849). Loss from operations for 2007 of $493,288 was up $80,080 or 14% from the loss from operations in 2006 of $573,368 as a result of the reduction in R&D expenses of $132,989 (mostly R&D Grants), were partially balanced by growth of General and Administrative expenses of $39,218 (Mostly Professional fees expenses), and decrease in sales of $13,691.

Financing Expenses: Total financing expenses in 2008 amounted to $5,420, which were $3,663 higher than our financing expenses of $1,757 in 2007. This was a result of higher net interest and bank expenses in 2008 than in 2007. Total financing expenses of $1,757 in 2007 were $10,056 lower than our financing expenses of $11,813 in 2006, as a result of lower net interest and bank expenses in 2007 than in 2006.

Net Loss: Net loss of $602,994 in 2008 was $261,541 or 77% more than the net loss in 2007 of $341,453. The net loss for 2007 was reduced due to income from discontinued operation (see note 14 to the Financial Statements). Net loss of $341,453 in 2007 was $489,962 or 59% less than the net loss in 2006 of $831,415. The net loss for 2007 was reduced due to income from discontinued operation at the amount of 153,592, The net Loss for 2006 was increased from discontinued operation at the amount of $246,234 (see note 14 to the Financial Statements).

The following table presents certain financial data for the periods indicated. Our historical operating results are not necessarily indicative of the results for any future period.

	U S Dollars
	Year ended December 31,
	2008			2007			2006
Revenues		104,612			15,763			29,454
Research and development expenses		(515,154	)		(319,015	)		(452,004	)
General and administrative expenses		(187,032	)		(190,036	)		(150,818	)
Operating loss		(597,574	)		(493,288	)		(573,368	)
Financing expenses (income), net		(5,420	)		(1,757	)		(11,813	)
Loss from continuing operation		(602,994	)		(495,045	)		(585,181	)
Income (loss) from discontinued operation		-			153,592			(246,234	)
Net Loss for the period		(602,994	)		(341,453	)		(831,415	)

~~Liquidity and~~Table ~~Capital~~of ~~Resources~~Contents

At December 31, 2008, we had liabilities of $238,184, including $126,000 of general accounts payable, and $112,000 was due to related parties. The amounts due to related parties are for consulting services and salaries ($86,000) and for services and reimbursement of expenses relating to the company’s patents and patent applications ($26,000).

	Unaudited As of September 30, 2013
	Actual			Pro Forma as Adjusted (if minimum is raised, assumed net proceeds of $1.7M)			Pro Forma as Adjusted (if maximum is raised, assumed net proceeds of $4.4M)
Cash and cash equivalents	$	3,461		$	1,203,461		$	3,903,461

Total Assets	$	245,732		$	1,445,732		$	4,145,732

Total Liabilities	$	916,287		$	416,287		$	416,287

Stockholders’ Equity:
Common stock:$0.01 par value, 9,336,487 shares issued and outstanding (actual),	$	93,360		$	109,360		$	133,360
Additional paid-in capital	$	4,716,195		$	6,400,195		$	9,076,195
Accumulated deficit	$	(5,397,970	)	$	(5,397,970	)	$	(5,397,970	)
Accumulated other comprehensive loss	$	(82,140	)	$	(82,140	)	$	(82,140	)
Total liabilities and stockholders' Equity	$	245,732		$	1,445,732		$	4,145,732

Total Capitalization	$	(670,555	)	$	1,029,445		$	3,729,445

The ~~Company~~ ~~has~~outstanding ~~sustained~~share ~~operating losses and its cash needs extend beyond its~~information ~~current~~set ~~resources.~~forth ~~Subsequent~~above toas ~~December 2009, the Company will exhaust most~~ of ~~its~~ ~~liquidity.~~September In30, ~~addition~~2013, ~~the Company does not have a reliable consistent source of future funding. These factors create an uncertainty about the Company’s ability to continue as a going concern.~~excludes:

~~The Company~~· ~~anticipates~~Up ~~that it will begin~~ to ~~realize material revenues in 2010~~2, ~~as clients will begin to utilize and pay for the Company’s product and technology~~ 127, ~~and~~633 ~~the~~shares ~~Company determined that approximately $2.5 million~~ of ~~additional~~common ~~funding is~~stock ~~necessary~~reserved tofor ~~bridge~~future ~~the~~issuance ~~Company~~under toour ~~the~~2009 ~~larger~~Share ~~revenue~~Incentive ~~sales that were due to begin in 2010.~~Plan;

Net Cash Provided by or Used in Operating Activities

·	1,215,150 shares of common stock underlying outstanding warrants as of September 30, 2013;

·	93,900 shares issuable upon exercise of currently exercisable convertible notes;

~~Net~~· ~~cash used in operating activities, generated from continuing operations was $589,632, $~~226,~~617~~042 ~~and~~shares ~~$868,175~~of ~~for~~common ~~the~~stock ~~years~~reserved ~~ended December 31, 2008, 2007 and 2006, respectively. Net cash used in operating activities primarily reflects the net loss~~ for ~~those~~issuance ~~periods,~~to ~~which~~our ~~was~~employees ~~reduced in part by depreciation~~ and ~~amortization,~~ ~~stock-based~~officers ~~compensation~~[under ~~and~~2009 ~~changes~~Incentive ~~in operating assets and liabilities.~~Plan];

Net cash (used in) provided in operating activities, generated from discontinued operations (in 2007 includes capital gain on disposal of $245,574), was ($153,592) and $246,234 for the years ended December 31, 2007 and 2006.

Net Cash Provided by or Used in Investing Activities

Net cash used in investing activities was $18,682, $4,267 and $27,685 for the years ended December 31, 2008, 2007 and 2006, respectively, used primarily to purchase equipment (such as computers, and office equipment), and funds deposit in respect of employees rights upon retirement .

Net Cash Provided by or Used in Financing Activities

Net cash provided by financing activities was $845,744, $324,661 and $677,626 for the years ended December 31, 2008, 2007 and 2006, respectively, primarily attributable to capital raised in 2008, 2007 and 2006 and to loans from shareholders that were received in 2006.

Management believes that as a result of anticipated financing in 2009, and with certain revenues to be received from the sale and delivery of its products to clients, there will be sufficient capital to meet operating needs for the year ended December 31, 2009. However, there can be no assurance that we will be able to obtain such financing, on terms acceptable to us and at the times required, or at all. In addition, there can be no assurance that the contracts that the Company is relying upon will generate sufficient revenue to meet its operating needs, and therefore, there is a risk that the Company will not have sufficient capital or liquidity in the future, if these contracts do not come to fruition, or do not generate the revenue the Company anticipates. If these contracts do not generate the anticipated revenue, it is likely the Company will not have sufficient liquidity or capital resources to sustain itself without additional financing, and there is no assurance that additional financings will be available to the Company, or if such financing will be available on acceptable terms.

~~Off-Balance Sheet~~Table ~~Arrangements~~of Contents

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

~~Critical~~If you invest in our common stock, your ~~Accounting~~interest ~~Policies~~will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding at September 30, 2013.

~~The~~Our historical net tangible ~~Securities~~book ~~and~~value ~~Exchange~~at ~~Commission~~September ~~("SEC")~~30, ~~defines~~2013 ~~"critical~~was ~~accounting~~$[·], or $[·] ~~policies"~~per asshare. ~~those~~After ~~that~~giving ~~require~~effect ~~application~~to the sale of ~~management's~~our ~~most~~common ~~difficult, subjective~~stock orin ~~complex~~this ~~judgments,~~offering ~~often~~at asan aassumed ~~result~~public offering price of $[·] ~~the~~per ~~need~~share, toand ~~make~~after ~~estimates about~~deducting ~~the~~estimated ~~effect~~placement ofagent ~~matters~~fees ~~that~~and commissions ~~are~~and ~~inherently~~estimated ~~uncertain~~offering ~~and~~expenses ~~may~~payable ~~change~~by ~~in subsequent~~us, ~~periods.~~our ~~Our~~adjusted ~~accounting~~net ~~policies~~tangible ~~are~~book ~~described~~value inat ~~Note~~September 230, to2013 ~~the~~would ~~financial~~have ~~statements~~been ~~appearing~~$[·] ~~elsewhere~~million inor ~~this~~$[·] per ~~report.~~share ~~Not~~for ~~all~~the sale of the ~~accounting~~ ~~policies~~Minimum ~~require~~Amount ~~management~~and to$[·] ~~make difficult, subjective~~ or ~~complex~~$[·] ~~judgments~~for orthe ~~estimates~~Maximum Amount. ~~Due~~This torepresents ~~the~~an ~~early~~immediate ~~stage~~increase ofin ~~operations~~net oftangible ~~the~~book ~~Company~~value per share of $[·] ~~there~~to ~~are~~existing nostockholders ~~accounting~~and ~~policies~~dilution ~~that~~in ~~are~~net ~~considered~~tangible tobook bevalue ~~critical~~per ~~accounting~~share of $[·] ~~policies~~to bynew investors who purchase shares in the ~~management~~offering. The following table illustrates this per share dilution to new investors:

Recently issued accounting pronouncements

		if minimum is raised		if maximum is raised
Assumed public offering price per share	$	[●]	$	[●]
Historical net tangible book value per share at September 30, 2013	$	[●]	$	[●]
Increase in net tangible book value per share attributable to new investors	$	[●]	$	[●]
Adjusted net tangible book value per share	$	[●]	$	[●]
Dilution per share to new investors	$	[●]	$	[●]

~~FAS~~The ~~141(R)~~following table sets forth, ~~"Business~~on the ~~Combinations"~~as adjusted basis described above, at September 30, 2013, the difference between the number of shares of common stock purchased from us, the total consideration paid, and the average price per share paid by the existing stockholders and by investors purchasing shares in this offering, before deducting estimated placement agent fees and commissions and estimated offering expenses.

In December 2007, the FASB issued FAS 141(R), “Business Combinations”. This Statement will replace FAS 141, “Business Combinations” (“FAS 141(R)”). FAS 141(R) retains the fundamental requirements of FAS 141 with respect to the implementation of the acquisition method of accounting (“the purchase method”) for all business combinations and for the identification of the acquirer for each business combination. This Statement also establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, how the acquirer recognizes and measures the goodwill acquired in a business combination and the disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

Shares Purchased

Total Consideration

Number

Percent

Amount

Percent

Average Price
Per Share

Existing stockholders

[●]

New investors

[●]

Total

[●]

100

[●]

100

[●]

~~FAS 141(R)~~The ~~will~~discussions ~~apply~~and ~~prospectively~~tables toabove ~~business~~are ~~combinations for which the~~based ~~acquisition date is~~ on ~~or after December 15, 2008 (January 1, 2009 for~~ the ~~Company).~~ ~~Early~~number ~~adoption~~ of ~~FAS~~shares ~~141(R)~~of iscommon ~~prohibited.~~stock ~~The~~outstanding ~~Company~~at ~~has~~September ~~not yet evaluated this statement for the impact~~30, if2013. ~~any,~~The ~~that~~outstanding itshare ~~will~~information ~~have~~set onforth ~~the financial~~above ~~position and results of operations on the Company.~~excludes:

~~FAS 160~~· Up to 2,127,633 ~~"Noncontrolling~~shares ~~Interests~~of incommon ~~Consolidated~~stock ~~Financial Statements"~~reserved for future issuance under our 2009 Share Incentive Plan;

In December 2007, the FASB issued FAS 160, “Non-controlling Interests in Consolidated Financial Statements” (“FAS 160”). This Statement amends ARB 51 and establishes accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after December 15, 2008 (January 1, 2009 for the Company). Early adoption of FAS 160 is prohibited. The Company has not yet determined the impact, if any, that FAS 160 will have on its financial position and results of operations.

·	1,215,150 shares of common stock underlying outstanding warrants as of September 30, 2013;

·	93,900 shares issuable upon exercise of currently exercisable convertible notes;

~~FAS No. 162~~· 218,042 ~~"The~~shares ~~Hierarchy~~ of ~~Generally~~common ~~Accepted~~stock ~~Accounting Principles"~~reserved for issuance to our employees and officers;

In May 2008, the FASB issued FAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS 162"). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (the GAAP hierarchy). FAS 162 is effective sixty days following the SEC's approval of PCAOB amendments to AU Section 411, "The Meaning of 'Present Fairly in Conformity With Generally Accepted Accounting Principles'". The Company is currently adhere to the hierarchy of GAAP as presented in FAS 162, and the adoption is not expected to have a material impact on the financial position and results of operations on the Company.

~~BUSINESS~~Table of Contents

~~History~~DIVIDEND POLICY

~~Pimi~~We ~~Agro CleanTech,~~have ~~Ltd.~~not ~~("Pimi~~paid ~~Israel")~~any ~~was~~cash ~~established~~dividends ~~in 2004 with a vision to develop~~on ~~and~~our ~~sell~~common ~~environmentally~~stock ~~friendly alternative solutions to current methods for pre~~ and ~~post harvest treatments of fruits and vegetables. Current methods in practice and products leave residue of harmful chemical pesticides. Pimi and its Co-Founder, Mr. Nimrod Ben Yehuda~~ have ~~invested~~no ~~many~~present ~~years~~intention of ~~research~~paying ~~in developing~~any ~~eco-friendly~~dividends ~~solutions; the company’s technology platform is based~~ on a ~~unique and patented formulation of STHP for~~ the ~~treatment~~shares of ~~fruits~~our ~~and vegetables~~common stock. Our ~~Pimi has also developed a controlled distribution system to apply~~future ~~its~~dividend ~~solution~~policy ~~while~~will ~~maintaining~~be ~~high~~determined ~~levels~~from oftime ~~relative humidity in storage rooms using advanced technology~~ to ~~create~~time ~~micro~~by ~~droplets,~~our ~~in accordance with special working protocol~~Board.

~~In December~~HOLDERS ~~2005,~~OF ~~Pimi~~OUR ~~Israel purchased all of the outstanding shares of Optiguide.~~COMMON Optiguide was an Israeli company that engaged in the development, assembly and marketing of humidity control systems. At the time, the Company’s strategy was to develop and integrate a product based on Optiguide’s fogging delivery systems and the Company’s formula. On April 30, 2007 Pimi Israel completed the sale of Optiguide. For further information, please see Note 14 to our Financial Statements.STOCK

On ~~April 27~~December 1, ~~2009~~2013 we ~~purchased~~had ~~all~~105 ~~the~~registered ~~issued~~and ~~shares~~record ~~of Pimi Israel from Pimi Israel’s~~ shareholders, and ~~in consideration for 6~~9,~~313~~336,~~589~~487 shares ~~of the Company’s Common Stock~~outstanding. ~~As a result, Pimi Israel became a wholly owned subsidiary of the Company.~~

AtMANAGEMENT’S ~~the~~DISCUSSION ~~moment~~AND ~~Pimi~~ANALYSIS isOF ~~focused~~FINANCIAL onCONDITION ~~addressing~~AND ~~the~~OPERATING ~~immediate need for treatment of season-long harvest storage, which is chemical-free and environmentally friendly for table and processed potatoes and also for potatoes seeds.~~RESULTS

~~Industry~~You should read the following discussion ~~Overview~~and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus.

~~The~~Our ~~fresh fruit~~consolidated ~~and~~financial ~~vegetable industry is constantly seeking technology and methods to~~statements ~~prolong~~are ~~shelf~~stated ~~life,~~in ~~reduce~~United ~~quality~~States ~~losses~~dollars and ~~keep~~are ~~freshness~~prepared ofin ~~crops.~~accordance Inwith ~~most cases~~United ~~the~~States ~~only~~generally ~~way~~accepted toaccounting ~~prolong shelf life and reduce quality losses is by using chemicals which leave residues~~principles. ~~The processed food industry is also using chemicals which leave residues and contaminate water and livestock. Heavy chemicals which leave residue are used also by the seed industry.~~

~~Agricultural regulatory~~RESULTS ~~bodies~~OF ~~such~~OPERATIONS asFOR ~~European Commission of Health and Consumer Protection~~THE YEAR ~~the~~ENDED ~~“European~~DECEMBER ~~Commission" or the " EC") and the US Environment Protection Agency (the "EPA")~~31, ~~are~~2012 ~~increasingly~~COMPARED ~~focusing~~TO toYEAR ~~reduce~~ENDED ~~the~~DECEMBER ~~use of residue chemicals in treating fruits~~31, ~~vegetables,~~2011 ~~seeds and soil in favor of environment-friendly alternatives.~~

~~In addition,~~Total ~~organic~~Net ~~food~~Sales: ~~and~~Total ~~organic~~Net ~~agriculture~~Sales decreased is$108,690 ~~rapidly~~or ~~gaining~~24% ~~momentum~~to ~~and is~~$351,399 ~~advocating~~in ~~chemical~~2012, ~~and residue-free use~~ from ~~growth~~$460,089 ~~harvest~~for ~~to storage and maintenance~~2011. ~~This~~The decrease is ~~strengthened~~due byto ~~the~~a ~~relatively~~focus ~~new~~in ~~trend~~2012 toon ~~consume low or~~Pimi’s ~~non-residue~~citrus ~~produce~~pilot lines, ~~which~~while ~~have risen to 20%-25% of consumed produce~~ in ~~developed~~ ~~countries~~2011 ~~like~~the ~~Netherlands~~Company ~~(see~~commenced ~~"Reducing~~small ~~Residue~~scale ~~Rising~~sales upof ~~Priority List"~~products 78treating ~~FGJ~~citrus 1fruits ~~February~~and ~~2008~~potatoes. ~~at: http://www.bcpcertis.com/Certis.bcp/English/Home/News/page.aspx/565?xf_itemId=522&xf_selectionDatapartId=512.~~

~~The Company’s~~R&D ~~management~~Expenses: ~~believes~~R&D ~~that~~Expenses for ~~the~~2012 ~~trend~~of in$689,070 ~~the~~decreased ~~market~~$9,230 ~~(as~~or ~~may~~1% befrom ~~exhibited by~~the ~~market~~$698,300 ~~leaders~~in ~~such~~2011, asdue ~~Marks~~to &decrease ~~Spencer,~~in ~~Tesco~~cost ~~and~~of ~~Sainsbury~~materials in the UKamount ~~and~~of $69,465, ~~EDEKA~~partially ~~chain~~balanced inby ~~Germany)~~increase isin tocost ~~replace,~~of aslabor ~~much~~and asprofessional ~~possible,~~services ~~fruits~~in ~~and vegetables~~the ~~treated~~amount ~~with~~of ~~chemical~~$40,585, ~~which~~and ~~leave~~increase ~~residues~~in ~~with~~travel ~~fruits~~ and ~~vegetables~~ ~~with~~other noexpenses ~~residue~~in orthe ~~low~~amount ~~residue~~of $19,650.

~~Losses~~General ~~of agricultural~~and ~~produce,~~Administrative ~~as high as 40% in countries such as India (see~~Expenses: ~~http://www.postharvestindia.com)~~ General and ~~China~~administrative ~~(see~~expenses ~~Post~~decreased ~~harvest Handling of Fresh Vegetables edited~~ by ~~Tina O'Hare~~$3, ~~published 2001 at ACIAR~~925, ~~and~~or ~~see~~1% ~~Kader~~in ~~at Acta Horticular. 682~~2012, ~~ISHS2005), due~~ to ~~diseases~~$295,055 ~~and~~from ~~lack~~$298,980 ofin ~~correct~~2011, ~~supply~~mostly ~~chain~~due ~~from the field~~ to ~~the stores, are~~decrease ~~exacerbated~~in byprofessional ~~the~~fee ~~increasing~~expenses ~~demand~~paid ~~for~~to ~~food~~accounting ~~produce,~~and ~~especially~~legal ~~in developing countries~~professionals.

~~Accordingly,~~Loss from Operations: Loss ~~there~~of iscosts afrom ~~significant~~operations ~~need~~for to2012 ~~find~~of ~~alternative~~$632,726 ~~solutions~~was toup ~~current~~$95,535 ~~chemical treatments~~or ~~for~~18% ~~pre-~~from ~~and~~the ~~post-~~loss ~~harvest~~from ~~treatments~~operations ofin ~~fruits~~2011 ~~and~~of ~~vegetables~~$537,191, ~~that~~mainly ~~will~~as ~~provide~~a result of the ~~following~~decrease ~~benefits:~~in sales ($108,890), partially balanced by decrease in R&D expenses ($9,230) and in G&A expenses ($3,925).

·Financing ~~Reduce~~Expenses: ~~spoilage~~Our total financing expenses in 2012 amounted to $63,016 and ~~losses~~were $6,659 lower than our financing expenses of ~~produce;~~$69,675 in 2011. This was mostly a result of decrease in convertible loans interest expenses.

·Net ~~Extend~~Loss: Net ~~shelf-life~~loss ~~and~~of ~~improve~~$695,742 in ~~quality~~2012 was $88,876, or 15% more than the net loss in 2011 of ~~fruits~~$606,866, ~~vegetables~~mainly as a result of decrease in sales ($108,690), partially balanced by decrease in R&D expenses ($9,230), in G&A expenses ($3,925), and ~~grains;~~in financing expenses ($6,659).

·RESULTS ~~Are~~OF ~~non-residue~~OPERATIONS ~~and~~FOR ~~leave~~THE YEAR ENDED noDECEMBER ~~harmful~~31, ~~chemical~~2011 ~~by-products;~~COMPARED TO YEAR ENDED DECEMBER 31, 2010

·Total ~~Are~~Net ~~cost~~Sales: ~~effective;~~Total Net Sales increased $186,088 or 68% to $460,089 in 2011, from $274,001 for 2010. The increase is due to the commencement of sales of our products on a small commercial scale in Israel.

·R&D ~~Approved~~Expenses: R&D Expenses for ~~organically~~2011 ~~produced~~of ~~crops~~$698,300 increased $131,185 or 23% from the $567,115 in 2010, due to (i) increase in cost of salaries and professional services ($35,895), as a result of recruiting balanced partially by reducing professional consultants' services; (ii) increase in cost of materials ($48,377); and (iii) increase in car expenses and others ($46,913) due to increase in small commercial scale activities of post-harvest in Israel, which also caused an increase in the Company’s 2011 revenues in comparison to 2010.

~~With roughly~~General ~~800~~and ~~million~~Administrative ~~tons~~Expenses: General ofand ~~stored~~administrative ~~fruits~~expenses ~~and~~increased ~~vegetables~~by ~~annually~~$18,481, ~~(see~~or ~~USDA VGS-328/August~~7% 27in 2011, ~~2008)~~to ~~world-wide~~$298,980 ~~management~~from ~~believes~~$280,499 ~~there~~in is2010, anmostly ~~immediate,~~due to ~~addressable~~increase ~~market~~in ~~for~~professional ~~Pimi’s~~fee ~~products~~expenses paid to accounting and legal professionals after reduction plan applied in 2010.

The Potatoes Industry - the Need to Replace CIPC and prolong shelf life

Pimi is addressing the immediate need for developing treatment and season-long harvest storage that is chemical-free and environmentally friendly. As of the date of the filing of this registration statement Pimi is focusing on the treatment of potatoes, which is the second largest stored crop worldwide (after grains), and Pimi’s first sales target. The potatoe market for Pimi’s product is divided into two major sections: stored potatoes and seeds potatoes.

~~Potatoes are~~Table ~~the fourth largest crop in the world. The annual crop~~ of potatoes is estimated to be around 320 million tons (see also "The Market"). In developed countries roughly half of the crop is used for direct use by households (i.e. table potatoes) and the rest for processing, such as chips/crisps and French fries (i.e. processed potatoes). In non-developed countries, 80% of the crop is used as table potatoes and the rest as processed potatoes. Therefore we estimate that the annual crop of potatoes is divided almost equally between table and processed potatoes.Contents

~~Stored potatoes~~Loss ~~begin~~from ~~sprouting, in most circumstances, after 3 months in storage.~~Operations: Loss ~~Effective~~of ~~sprout~~costs ~~control~~from isoperations afor ~~major~~2011 ~~component~~ of ~~managing~~$537,191 ~~stored~~was ~~potato~~down ~~quality. If proper sprout control is not maintained~~$36,422 ~~significant~~or ~~reduction~~6% tofrom ~~tuber quality will occur, and~~ the ~~ability~~loss tofrom ~~store~~operations ~~for~~in ~~extended~~2010 ~~periods~~ of ~~time~~$573,613, ismainly ~~diminished.~~as ~~Sprouting~~a ~~causes~~result ~~high~~of ~~yield loss and low quality produce for consumers and for processing. Sprouting is also associated with~~ the ~~conversion of~~increase ~~starch~~in tosales ~~sugars~~($186,088), ~~which~~partially isbalanced ~~undesirable~~by increase in ~~the~~R&D ~~processing~~expenses ~~industry~~($131,185) ~~due~~and toin ~~the~~G&A ~~darkening~~expenses ~~effect of fried products. In the table potatoes industry~~($18, ~~visible sprouts on potatoes are unacceptable to consumers~~481).

~~The~~Financing Expenses: Our total ~~primary~~financing ~~method~~expenses in 2011 amounted to ~~control~~$69,675 ~~sprouting~~and inwere ~~storage~~$14,250 ishigher ~~with~~than ~~post~~our ~~harvest~~financing ~~application~~expenses of $55,425 in 2010. These changes were a result of ~~isopropyl~~convertible N-bonds interest and beneficial conversion feature with respect to convertible bonds (~~3-chlorphenyl~~$18,548), balanced ~~carbamate~~by ~~("Chlorpropham"~~decrease orin ~~"CICP")~~credit alines ~~synthetic hormone~~usage ~~that~~as iswell ~~used~~as ~~worldwide.~~higher ~~For~~bank ~~the~~expenses ~~toxic~~and ~~effects~~changes ofin ~~CIPC~~the ~~see:~~exchange ~~http://pmep~~rates ($4,298).~~cce.cornell.edu/profiles/extoxnet/carbaryl-dicrotophos/chlorpropham-ext.html.~~

~~CICP~~Net isLoss: Net ~~a high~~loss ~~stable~~of ~~chemical~~$606,866 in ~~compound~~2011 ~~therefore~~was it$22,172, ~~has~~or ~~high~~4% ~~residue~~less ~~where~~than ~~ever~~the itnet ~~is applied.~~loss ~~Today CIPC is applied~~ in ~~storage~~2010 ~~rooms~~of as$629,038, ~~well~~mainly as ina ~~packing~~result ~~houses before~~of ~~distribution~~increase toin ~~retailers~~sales ($186,088), ~~therefore its residues can be found on the~~partially ~~wall~~balanced ~~and~~by ~~floors~~increase ofin ~~storage~~R&D ~~houses,~~expenses ~~on the processing lines~~($131,185), in ~~water~~G&A ~~used~~expenses ~~for washing~~($18,481), ~~the potatoes~~ and ~~also~~increase in ~~livestock~~financing ~~which~~expenses ~~are fed with the potatoes peel~~($14,250).

~~Therefore regulators~~NINE ~~such~~MONTHS asENDED ~~the~~SEPTEMBER ~~European Commission ("The EC") and United States EPA are pushing for substantial reduction of permitted maximum residues level of CIPC in crops~~30, ~~livestock and water. The EU has issued in 2008, a Directive (196/2008 of~~2013 ~~January~~COMPARED ~~29,~~TO ~~2008)~~NINE ~~which~~MONTHS ~~sets~~ENDED ~~the~~SEPTEMBER Maximum Residue Level ("MRL") of CIPC to 10mg per kg. The UK has recently regulated that potatoes treated with more than 36g of CIPC per ton should only be used for commercial processing. The British Potato Council together with the industry in the UK30, ~~have set a maximum of 63.75mg per ton for commercial processing.~~2012

InTotal ~~the US,~~Net inSales: Total ~~August 1996, a federal registration eligibility decision (RED) for CIPC~~Net ~~was~~Sales ~~issued~~increased by$73,656 ~~the~~or ~~EPA~~43% ~~for~~to ~~the~~$246,605 ~~continued use of this chemical as sprout inhibitor of harvested potatoes~~ in ~~storage.~~the A9 ~~mandate~~months ~~regulated~~ended inSeptember ~~2002~~30, by2013 ~~the Environmental~~from ~~Protection~~$ ~~Agency~~172,949 ~~resulted~~for inthe a9 ~~reduction~~months inended ~~allowable CIPC~~September ~~tolerance of residue~~30, on2012. ~~fresh~~The ~~potatoes~~increase ~~from~~is ~~50ppm~~due to ~~30ppm~~the ~~per~~commencement ~~kg.~~of ~~Residues~~sales ~~as high~~of asour 40products ~~ppm are permitted by EPA~~ on ~~wet~~a ~~peel~~small ~~potatoes,~~commercial ~~which~~scale ~~goes to life feed stock. Similar consequences of CIPC reassessment are common~~ in ~~potato-growing~~ ~~region~~Europe inand the ~~world such as Canada and Australia. In Sweden CIPC~~United ~~has been banned for use since 2005~~States. ~~(For additional information see "The Need: Diminishing Use of CIPC and Extending Shelve Life").~~

ItR&D isExpenses: Total net R&D ~~common~~Expenses ~~that~~for ~~diseases~~the ~~develop~~9 inmonths ~~stored~~ended ~~potatoes.~~September ~~The~~30, ~~current~~2013 ~~procedure~~of to$482,585 ~~deal with~~increased ~~this~~$8,276 ~~situation~~or is2% tofrom ~~lower~~$474,309 for the ~~humidity~~9 ~~and~~months ~~dry~~ended September 30, 2012, due to increase in cost of materials in the ~~potatoes~~amount ~~which~~of $30,869 driven by increase in sales (and materials utilized therein) ~~turn,~~and ~~results~~increase in ~~huge~~cost ~~yield~~of ~~losses.~~labor ~~Dehydration~~and isprofessional ~~also~~services ~~important~~in ~~component~~the asamount of $4,469, partially balanced by decrease in travel and ~~potatoes~~other ~~are~~expenses ~~losing~~in ~~part~~the amount of ~~their~~$27,062 ~~weight~~mostly due to refund of travel expenses during ~~storage~~the ~~due~~9 ~~to dehydration~~months ended September 30, 2013.

~~Pimi~~General ~~has developed patented formulas ("Products") application~~ and ~~storage~~Administrative ~~protocol which~~Expenses: General ~~are environmental friendly~~ and ~~which~~administrative ~~leave~~expenses nodecreased by ~~residue~~$83,538 ~~after~~or ~~washing.~~39% in ~~Pimi Products substitutes~~ the ~~CIPC~~9 asmonths ~~sprout~~ended ~~inhibitor~~September 30, ~~increase~~2013 ~~shelf~~to ~~life~~$131,218 ~~and~~from ~~prevent~~$214,756 ~~quality~~in ~~reduction.~~the ~~The~~9 ~~Products~~months ~~and~~ended ~~such~~September ~~applications~~30, ~~prevent dehydration~~2012 due ~~and~~to ~~quantity~~decrease in ~~losses.~~labor ~~Management~~and ~~believes~~professional ~~that~~fee ~~there~~expenses isin nothe ~~other~~amount ~~solution~~of ~~available~~$82,419 atmostly ~~the~~due ~~moment~~to ~~which~~decrease ~~suppresses~~allowance ~~sprouting~~to ~~and~~legal atservices, ~~the~~and ~~same~~decrease ~~time prevents~~in ~~quality~~other ~~looses~~expenses asin ~~our~~the ~~Products~~amount doof $1,119.

~~Our~~Loss ~~Products~~from ~~and~~Operations: Loss from ~~Technology~~operations for the 9 months ended September 30, 2013 of $367,198 was down $148,918 or 29% from the loss from operations in the 9 months ended September 30, 2012 of $516,116 as a result of growth in sales ($73,656), decrease in G&A expenses ($83,538), partially balanced by increase in R&D expenses ($8,276).

AtFinancing ~~the~~Expenses: Total ~~date~~financing ofexpenses ~~this~~for ~~registration~~the ~~statement~~9 months ended September 30, ~~Pimi~~2013 ~~develops~~amounted to $23,355, ~~tests~~which ~~and~~was ~~markets~~$21,686 lower than our financing ~~Spudefender TM~~expenses ~~for~~of ~~treatment~~$45,041 in the 9 months ended September 30, 2012. This was mostly a result of ~~stored~~decrease ~~table~~in convertible loans interest and ~~processed~~beneficial ~~potatoes~~in the amount of $22,285 ~~StoreGuard TM~~partially ~~for~~balanced ~~treatment~~by increase in ~~storage~~exchange ofrate ~~other~~expenses ~~vegetables,~~in the amount of $29 and ~~SeedGuard~~increase TMin ~~for~~bank ~~treatment~~expenses ofand ~~seed~~credit ~~potatoes:~~usage interest in the amount of $570.

~~The~~Net Loss: Net loss of $390,553 ~~SpuDefenderTM~~in the 9 months ended September 30, 2013 was $170,604 or 30% lower than the net loss in the 9 months ended September 30, 2012 of $561,157 due to growth of sales ($73,656), decrease in G&A expenses ($83,538), and decrease in financing and foreign currency translation adjustments expenses of $21,686, partially balanced by increase in R&D expenses of $8,276.

~~Pimi develops~~THREE ~~and~~MONTHS ~~markets~~ENDED ~~the~~SEPTEMBER ~~SpuDefenderTM product. SpuDefenderTM is a formulated STHP designed for use in potato storage treatment to inhibit sprouting and rotting and reduce decay~~30, ~~quality and quantity losses. The~~2013 ~~SpuDefenderTM is~~COMPARED ~~patent~~WITH ~~protected.~~THREE ~~The~~MONTHS ~~SpuDefenderTM is~~ENDED ~~applied~~SEPTEMBER ~~to the stored potatoes inside storehouses~~30, using Pimi’s proprietary storage application protocol which is based on an especially designed system and ultrasonic atomizers to provide optimum results (the "Technology"). SpuDefenderTM is able to supplement five benefits in one solution which consequently extend storability and shelf life of crops, reduces quantity and quality losses thus, increase yield and revenues for growers and producers.2012

~~SpuDefender key~~Total ~~benefits~~Net ~~include~~Sales: Total Net Sales increased $19,887, or 45%, to $64,541 in the 3 months ended September 30, 2013 from $44,654 for the 3 months ended September 30, 2012. The increase is due to commencement of small scale sales in the US and Europe during the 3 months ended September 30, 2013.

·R&D ~~Anti-sprouting;~~Expenses: Total net R&D Expenses for the 3 months ended September 30, 2013 of $170,127 increased $26,451, or 18%, from $143,676 for the 3 months ended September 30, 2012, due to increase in cost of materials in the amount of $27,923, driven by increase in sales (and materials utilized therein), increase in cost of labor and professional services in the amount of $8,958, partially balanced by decrease in travel, vehicle and other expenses in the amount of $10,430.

·General ~~Disease~~and ~~control;~~Administrative Expenses: General and administrative expenses increased by $11,455, or 25%, in the 3 months ended September 30, 2013 to $57,277 from $45,822 in the 3 months ended September 30, 2012 due to increase in labor and professional fee expenses of $10,900, and increase in other expenses of $555.

· Prevents dehydration and shrinkage.

· Enhances fry color for processed potatoes (crisps and French fries)

· Enhances storage conditions by reducing the major stress factors such as suffocation, dehydration and microbial attack.

~~Applying SpuDefenderTM during~~Table ~~storage extends potatoes dormancy period in storage, and avoids sprouting. The unique SpuDefenderTM formula and the Technology also prevent dehydration~~ of ~~the crops, and supply effective disinfection against bacteria and other storage diseases.~~Contents

~~SpuDefenderTM~~Loss from Operations: Loss from isoperations anfor ~~external~~the ~~treatment~~3 ~~therefore~~months ~~after~~ended ~~washing~~September ~~its~~30, ~~leaves~~2013 noof ~~residue.~~$162,863 Atwas up $18,019, or 12%, from the ~~end~~ of loss from operations in the ~~application~~3 ~~process~~months ~~the~~ended ~~active~~September ~~ingredient~~30, 2012 of ~~SpuDefenderTM decomposes~~$144,844, ~~into~~due ~~water~~to ~~and~~the ~~oxygen,~~increase ~~which~~in isR&D aexpenses ~~great~~of ~~advantage~~($26,451) ~~over~~and ~~existing~~increase in G&A expenses ~~chemical~~of ~~alternatives~~$11,455, ~~such~~partially asbalanced ~~CIPC~~by increase in sales of $19,887.

~~SpuDefenderTM has~~Financing ~~been~~Expenses: ~~tested~~Total ~~for~~financing expenses ~~several years~~ in ~~Israel~~the on3 amonths ~~variety~~ended ofSeptember ~~potatoes~~30, ~~which~~2013 ~~are grown~~amounted into ~~hot~~$3,421, ~~climate~~which ~~regions and~~ was ~~found~~$10,015 ~~effective.~~lower ~~Spudefender~~than ~~has~~our ~~been~~financing ~~used for~~expenses ~~several~~of ~~years by PepsiCo Israel who produces Frit-o-lays crisps in Israel and by Tapud Ltd.~~$13, ~~who supplies potatoes for McDonald's~~ 436 in ~~Israel. During~~ the ~~last~~ ~~potato~~3 ~~season~~months (ended September ~~2008-~~30, to2012. ~~April~~This ~~2009)~~was ~~Pimi~~mostly ~~has~~a ~~conducted~~result ~~pilot storage~~of ~~rooms~~decrease ~~with SpuDefenderTM and its Technology~~ in ~~the~~convertible ~~UK,~~loans ~~Germany~~interest ~~and the UK in cold whether conditions with non-refrigerated rooms (See "Recent Developments" at) and has made some adjustments to its technology to these type of storage~~expenses.

~~StoreGuardTM~~Net Loss: Net loss of $166,284 in the 3 months ended September 30, 2013 was $8,004, or 5%, higher than the net loss in the 3 months ended September 30, 2012 of $158,280 due to the increase in R&D expenses of $26,451, increase in G&A expenses of $11,455, partially balanced by increase in sales of $19,887, and decrease in financing expenses of $10,015.

~~StoreGuardTM is~~Liquidity ~~designed to extend the shelf life of fruits~~ and ~~vegetables~~Capital by taking care of the entire spectrum of crop skin diseases, and creating conditions that boost crop immune systems in fighting internal infections. This approach slows aging processes and contributes to vibrant looking fruits and vegetables, which last longer on supermarket shelves and in consumer's homes. StoreGuardTM also provides the following benefits:Resources

·As ~~Controls~~of September 30, 2013, we had liabilities of $916,287 ($1,199,038 as of December 31, 2012). We used our credit lines in the ~~entire~~amount ~~skin~~of ~~disease~~$42,498 ~~spectrum;~~($0 usage as of December 31, 2012), $272,220 ($187,177 as of December 31, 2012) of Convertible Bonds and $0 ($571,225 as of December 2012) of series A convertible preferred stock, $257,224 ($293,261 as of December 31, 2012) of third party liabilities, and $344,345 ($147,375 as of December 31, 2012) was due to related parties. The amounts due to related parties are for consulting services and salaries.

·As ~~Boosts~~of ~~crop~~September ~~immune~~30, ~~systems~~2013 we had unused credit lines in ~~fighting~~the ~~internal~~sum ~~infections~~of $16,964 and have $3,461 in cash. As of November 1, 2013 we had unused credit lines in the sum of $6,212 and had no cash. Our shortage in available cash flow led us to a delay in interest payments on our convertible preferred stock and payments for certain service providers; these payments will be delayed until additional funds are secured. Our executive officers have also agreed to a postponement of salary payments aggregating approximately $13,500 per month. Payments to our executive officers have been postponed since September 2012. Starting May 1, 2013 our executive officers and employees have agreed to a postponement of salary payments aggregating approximately $25,000 per month.

·Currently ~~Ensures~~our ~~vibrant~~net ~~looking~~burn ~~fruits~~rate ~~and~~is ~~vegetables~~approximately $25,000 ~~for~~(plus ~~longer~~salary ~~shelf-life~~payments inpostponement ~~supermarkets~~of additional $25,000) per month. Our management is utilizing best efforts to reduce our burn rate and ~~customer~~minimize ~~homes;~~Company expenses.

~~Since 2007~~The ~~StoreGuard~~Company ~~was~~has ~~tested~~sustained inoperating ~~warehouses~~losses and ~~related~~its tocash ~~retail~~needs ~~chain~~extend ~~stores.~~beyond ~~To date,~~its ~~use~~current ofresources. ~~StoreGuard~~In ~~product~~addition, ~~has~~the ~~been~~Company ~~found~~does ~~effective~~not inhave ~~comparison~~a ~~trial~~reliable consistent source of ~~stored~~future ~~cabbage~~funding. ~~and~~These isfactors ~~currently~~create ~~being~~an ~~sold~~uncertainty toabout ~~a farmer in~~ the UKCompany’s ~~who supplies cabbage~~ability to ~~Marks~~continue &as ~~Spencer,~~ a ~~leading~~going ~~UK retailer~~concern. AtMoreover, the ~~vegetable~~Company’s ~~storage~~auditors ~~season~~report ofexpresses ~~2008-2009~~substantial ~~thousands~~doubt ofas ~~tons~~to ofthe ~~cabbage,~~Company’s ~~brocoli~~ability to continue as a going concern. ~~and~~The ~~cauliflower~~Company ~~are~~is ~~stored~~in discussions with ~~StoreGuard,~~several ~~gaining~~investors ~~increased~~to ~~yeild~~provide ~~and reducding~~interim ~~diseases.~~financing ~~Pimi~~pending ~~plans~~our ability to ~~execute~~secure ~~tests~~additional offunds necessary ~~StoreGuard~~to onfully ~~onions~~implement ~~and carrots~~our ~~during~~business plan. There are no assurances that the ~~2009~~interim ~~season~~financing ~~(from~~or ~~September~~additional ~~2009-2010)~~funds will be obtained.

AsThe ofCompany ~~the date~~has ofnot ~~the~~yet ~~filing~~generated ~~of this registration statement, StoreGuard is promoted and~~sufficient ~~sold~~revenues infrom ~~the~~its UKoperations byto ~~our~~fund ~~distributor~~its ~~Omex~~activities ~~Agriculture ltd., (see "Customers~~ and ~~Partners")~~ ~~and~~ is ~~used~~therefore bydependent ~~several~~upon ~~farmhouses~~external insources ~~the~~for UKfinancing its operations.

~~SeedGuardTM~~As of the date of this registration statement, the Company has sold FreshProtectTM and CitruWashTM (another of the Company's products, utilized together with FreshProtect for a comprehensive treatment) to Decco Ltd., a leading US post-harvest services company, in the aggregated amount of approximately $100,000 - the sales were made during the fourth quarter of 2013.

~~Potatoes are~~In ~~susceptible~~October to2013 athe ~~variety~~Company ofmade ~~diseases~~its ~~that~~first commercial ~~lower~~U.S. ~~yields~~sales ~~and~~of ~~tuber~~its ~~quality. What's~~products ~~more,~~- ~~pathogens~~CitruWashTM ~~accumulate~~and FreshProtectTM – in ~~successive~~the ~~cloning~~amount of ~~tubers~~$42,000 for ~~and~~part inof the ~~soil~~ ~~used~~month, to ~~grow~~Decco ~~them~~Ltd., ~~That~~a isleading ~~why~~U.S. ~~sustainable~~post-harvest ~~potato~~service ~~production~~provider. ~~depends~~The onproducts will be utilized by a leading ~~constantly~~U.S. ~~renewed~~citrus ~~supply~~packer of(for ~~disease-free~~additional ~~planting~~details ~~material.~~please ~~According~~see ~~to numerous~~“Business” ~~international~~section). ~~regulations,~~Realization ~~seeds,~~ of ~~all~~revenues ~~types,~~in ~~must~~the beUS ~~disinfected~~is tosubject ~~prevent~~to ~~the~~further ~~transfer~~successful commercialization of ~~diseases~~the ~~between~~Company’s ~~countries~~products and, ~~between~~in ~~seeds~~other countries, ~~from~~subject ~~seeds~~ to regulatory approval ~~soil~~of the relevant regulator, ~~and~~in ~~from~~each ~~seeds~~country where we intend to ~~crop.~~deliver, ~~Industrial~~distribute ~~seeds~~and ~~are~~sell ~~extremely~~our ~~expensive~~products, ~~and~~which we currently do ~~there~~not ~~are~~have ~~few~~(except ~~effective~~for ~~seed~~the ~~disinfectants~~State of Israel, and the ~~most~~U.S. ~~common~~for ~~being~~our ~~standard Chlorine~~FreshProtect™ and SpuDefender™).

~~Pimi~~The Company has ~~embarked~~ onsustained aoperating ~~R&D~~losses and ~~plan~~its ~~for~~cash ~~potaoe~~needs ~~seeds~~extend ~~application,~~beyond ~~aimed~~its ~~for~~current ~~the development~~resources. ofIn ~~an innovative~~addition, ~~holistic~~the ~~and~~Company ~~ecological~~does ~~solution~~not tohave ~~treat~~a ~~potato seeds~~reliable ~~throughout~~consistent ~~their~~source ~~lifecycle,~~of future ~~which~~funding. ~~was~~These ~~approved~~factors ~~for~~create ~~receiving~~an ~~grants~~uncertainty ~~from~~ about the ~~Israeli~~Company’s ~~Chief~~ability ~~Scientist~~to ~~Office~~continue ~~(see~~as ~~"Governmental~~a ~~Support")~~going concern. ~~SeedGuard~~Moreover, TMthe isCompany’s ~~designed~~auditors toreport ~~provide~~expresses ~~added-value~~substantial doubt as to the ~~seed~~Company’s ~~producer~~ability ~~owing~~ to ~~its long~~continue ~~lasting~~as ~~disenfectant~~a ~~effect,~~going ~~versus~~concern. The ~~existing~~Company ~~aggressive~~is ~~chemical~~in ~~tretatment which~~discussions ~~are~~with ~~not~~several ~~enviromental~~investors ~~friendly~~to ~~solutions.~~provide ~~Tests~~interim ~~conducted~~financing sopending ~~far~~our ~~have~~ability ~~shown~~to secure additional funds ~~that~~necessary ~~SeedGuard’s~~to ~~active~~fully ~~ingredient~~implement ~~and~~our ~~its~~business ~~mode~~plan. ofThere ~~action~~are ~~does~~no ~~not~~assurances ~~allow~~that ~~for microrganisms~~the tointerim ~~develop~~financing ~~resistant~~or ~~mutations~~additional funds will be obtained.

~~SeedGuard TM~~We ~~was~~have ~~initally~~historically ~~tested~~financed ~~for~~our ~~the treatment of potato seeds and found to be~~business ~~effective~~activities ~~and~~principally ~~safe.~~through ~~One~~issuances ~~advantage~~ of ~~SeedGuard~~common ~~is that it does not harm the potato seeds~~shares, ~~which,~~and ~~immediately~~common ~~after~~share ~~harvest,~~purchase ~~have~~warrants aissued ~~very~~in ~~delicate~~private ~~peel~~placements. These ~~Management~~financings ~~believes~~are ~~that~~summarized ~~SeedGuard~~as ~~is suited for this stage of storage.~~follows:

Pimi has discovered what is called the "Epical Dominance Breakdown Effect" (patent protected) which stimulates lateral eyes that may cause more stems and thus support more potatoes bulbs, that may result in a higher yield for the grower. The long lasting effect of SeedGuard protects and sustains the quality of seeds throughout their storage period and during planting.

We aim that SeedGuard will adress the folowing key benefits:

· Sanitizes a wide range of seed-born pathogens;

· Induces apical dominance breakdown in potato seeds;

· Will increase marketable yield and may increase grower’s profits in potatoes seeds;

· Delivers an extra care program for seeds from harvest through storage to planting;

· Increase seed health and potency.

Management estimates that additional substantial R&D is required to tailor the SeedGuard to specific seeds such as wheat, corn and others.

~~Products planned~~Table ~~for~~of ~~Research and development~~Contents

Pimi plans to extend its line of products in the coming years by devoting substantial R&D for two other areas, where Pimi has identified a market need for environmental friendly solutions.

	Year ended
	December 31, 2012		December 31, 2011
Proceeds from sale of common shares	$	10,000	$	758,118
Proceeds from sale of convertible preferred stock, net	$	563,400		—
Proceeds from warrants		—		—
Net cash provided by (used in) financing activities	$	573,400	$	695,486

~~GrainGuardTM~~The net proceeds of our equity and debt financings have been primarily used to satisfy working capital requirements as well as to fund the operations of the Company. These investments totaled $573,400 and $695,486 for the year ended December 31, 2012 and 2011, respectively.

~~The~~In ~~grain agricultural~~May ~~market~~2013, ~~including~~the ~~corn,~~Company ~~wheat,~~issued ~~rice~~convertible notes ~~and~~totaling ~~soy~~approximately $94,000 ~~make~~to upfinance ~~the~~its ~~largest segment~~short-term ofoperations. ~~the~~The ~~dry~~loans ~~foods~~bear ~~storage~~interest ~~market.~~at ~~Grains~~10% ~~are~~and ~~typically~~were ~~stored~~issued into ~~silos~~7 ~~and~~of ~~tend~~Pimi's toshareholders, ~~develop~~including ~~mildew,~~two ~~fungus~~controlling shareholders (Alon Carmel; and, ~~bacteria~~Omdan Consulting and ~~other~~Instructing ~~harmful~~Ltd., ~~organisms~~the ~~which~~company ~~cause~~owned ~~huge~~by ~~losses~~Mr. ~~Current~~Eitan ~~grain~~Shmueli ~~disinfectant~~and ~~solutions~~his ~~are~~wife ~~mainly~~Mrs. ~~chemicals~~Vivy Shmueli). Each note is secured by Pimi Israel’s guarantee and a pledge on Pimi Israel’s patents in Israel and the U.S. The loans are ~~harmful~~repayable on the earlier to occur of: (i) a capital raise of $1 million by the ~~environment~~Company ~~and~~or ~~leave~~(ii) ~~residue~~6 inmonths following the ~~grains~~issuance of the notes. ~~These~~Each ~~chemicals~~lender is entitled to convert the unpaid ~~are~~principal ~~gradually~~and ~~being~~the ~~phased~~interest ~~out~~accrued ~~(see~~into ~~Food~~shares ~~Industry~~of ~~Grocer~~the Company's common stock, ~~January~~at 17a conversion price of $1.00 per share. In addition, for ~~2009~~each dollar lent, each lender received a two-year warrant to purchase a share of the Company's common stock, at: an exercise ~~http://findarticles~~price of $1.~~com/p/articles/mi_hb5245/is_7888_232/ai_n31348288/?tag=content;col1,~~00 ~~and also~~per ~~at: http://www~~share.~~pan-uk.org/pestnews/Issue/pn57/pn57p20a.htm).~~

~~GrainGuardTM~~On March 9, 2012 Pimi closed a private isplacement ~~designed~~in tothe ~~treat~~aggregate ~~grains~~amount ~~against~~of ~~mildew~~$626,000 ~~fungus~~(the “Private Offering”). The Company issued 62,600 ~~bacteria~~shares of Series A Preferred Stock, par value $0.01 at a purchase price of $10.00 per share to 19 accredited investors and ~~other~~19 ~~harmful~~non-accredited investors. ~~organisms~~Financial West Group, a FINRA registered broker dealer, served as placement agent in connection with the Private Offering. The holders of shares of Series A Preferred Stock shall be entitled to receive dividend cash payments of 9% per annum, payable in quarterly installments, and subject to conversion. Upon the closing of the Company's next round of financing, provided such closing occurs within twelve (12) months following the execution of the Closing in which ~~cause~~Subscribers ~~huge~~receive ~~losses~~the Series A Preferred Stock, and further subject to minimum proceeds of $2,000,000 being raised in ~~yield~~such investment (the "Next Round of Financing"), the Series A Preferred Stock shall automatically be converted into fully paid, non-assessable shares of Common Stock, $0.01 ~~Unlike~~par value ~~existing~~per ~~chemical~~share, of the Company (“Common Stock”). In the event that the closing of the Next Round of Financing has ~~treatments~~not occurred by November 30, ~~Grain~~2012, each share of Series A Preferred Stock shall automatically be converted into fully paid, non-assessable ~~Guard’s~~shares ~~active~~of ~~ingredient~~Common isStock, ~~environment~~reflecting value of $0.80 per Common Stock share. Notwithstanding, the holders of Series A Preferred Stock shall be entitled to convert each share of the Series A Preferred Stock into fully paid, non-~~friendly~~assessable share of Common Stock, at a price of $0.80 per share. Initially, all and any shares of Series A Preferred Stock should have been automatically converted ~~residue-free~~into the Common Stock and canceled on November 30, 2012; further, we have agreed with the holders of the Series A Preferred Stock to postpone the automatic conversion date until March 9, 2013.

~~This~~On March 9, 2013, all shares of our Series ~~product~~A ~~line~~Preferred ~~requires~~Stock ~~substantial~~were ~~R&D~~automatically converted into the Common Stock and ~~field~~canceled; ~~tests~~thereby, in782,500 ~~order~~shares toof ~~tailor~~our Company’s ~~specific~~Common ~~solution~~Stock ~~variants~~have been allocated and issued to ~~specific~~former ~~types~~holders of ~~grains~~Series ~~and~~A ~~pests~~Preferred ~~and storage infrastructure~~Stock.

~~SoilGuardTM~~On March 8, 2012 the company entered into a subscription agreement with one individual residing in Israel for the total sum of $ 10,000 at a purchase price of $0.80 per share, and issued to this investor 12,500 shares of its Common Stock. For each share of Common Stock purchased, the investor or a third party on his behalf received a warrant with an exercise price of $0.80, exercisable until March 2, 2014.

~~The~~On ~~soil~~March 2, 2011 the Company entered into ~~treatment~~subscription ~~market~~agreements iswith 4 individuals residing in ~~need~~Israel for anthe ~~ecological~~total ~~solution~~sum ~~since~~of ~~the~~$100,000 ~~commonly~~at ~~used agrochemical~~a ~~Methyl~~purchase ~~Bromide~~price ~~was~~of ~~banned~~$0.80 ~~from~~per ~~use~~share, and ~~due~~issued to the investors 125,000 shares of its ~~harmful~~Common ~~effects~~Stock. on For each share of Common Stock purchased, the ~~environment~~investors ~~and~~received a iswarrant ~~gradually~~with ~~phasing~~an ~~out.~~exercise Weprice ~~aim~~of ~~that~~$0.80, ~~SoilGuardTM will~~exercisable ~~address~~until ~~the~~March ~~following:~~2, 2013.

·On ~~Disinfection~~January ~~against~~24, ~~soil~~2011, ~~diseases;~~the Company entered into an agreement with an individual residing in Israel and Israeli private investment company. Pursuant to this agreement, the investor invested a total aggregate sum of US $500,000, at a purchase price of $0.80 per share, and the Company issued to the investor 625,000 shares of its Common Stock. For each share of Common Stock purchased, the investor received a warrant with an exercise price of $0.80, exercisable until December 31, 2012. The Company extended this warrant until December 31, 2014.

·Off-Balance ~~Treatments~~Sheet ~~against pests (such as Nematodes);~~Arrangements

~~· Killing of weeds~~None.

We have yet to initiate the R&D for the SoilGuardTM which may be lengthy and costly, and which might require cooperation with a strategic partner in this field.

Our Technology

Pimi’s technology for increasing the storability and shelf life of fruits and vegetables is based on a unique proprietary solution and delivery system.

Stabilized Hydrogen Peroxide solution (STHP)

Pimi has developed a patented Stabilized Hydrogen Peroxide (H2O2) formula that includes: Hydrogen Peroxide (widely used in various industrial applications, such as: rocket fuel, wound disinfection, hair coloring and teeth whitening), Phosphoric acid and an emulsifier. The formula was developed by Nimrod Ben Yehuda, Pimi’s co-founder, with the assistance of leading research institutes.

The formula that was developed by Pimi has the following effects: .

· It is able prevents sprouting;

· Ensures effective disinfection;

· Promotes new and healthy plant cell generation (i.e. wound healing).

Thus Pimi’s STHP solution is able to sustain a long-term disinfection, suppress sprouting and at the same time help heal wounds in the vegetable or fruit.

Fogging delivery system

By harnessing the advanced fogging technology of ultrasonic micro Droplets (which was developed by third parties and was upgraded by Pimi's management) and the special distribution method developed by the Company, Pimi's Technology is capable of distributing a lower than 10 micron droplet cloud in the storage room. This ultrasonic droplet diameter and the application method generate “Dry Fog”, forms a highly effective vehicle for distributing Pimi’s products. Ultrasonic droplets with Pimi’s distribution protocol enable the penetration of even the tiniest gaps in a potato peel. An added benefit comes with the ability to raise relative humidity to a very high level of 99% without causing the devastating effects of a condensation event. The system is fully automated, thus enabling a cost-effective implementation for customers, reducing many hours of labor and minimizing user intervention.

~~Manufacturing Process~~Table ~~Supply~~ of ~~Raw Material~~Contents

~~Pimi’s products~~Critical ~~are~~Accounting ~~currently~~Policies ~~produced by Solvay Chemical International S.A in their plant located in Belgium ("Solvay")~~ and also in Israel. Solvay is one of the leading world-wide producers of Hydrogen Peroxide. Solvay manufactures STHP for us while the silver stabilizer of the formula is produced by another manufacturer in Europe. Management anticipates that Solvay will produce our products for North America and East Asia. Management believes that Solvay has production facilities in these regions.Estimates

~~Pimi~~The ~~has~~Securities and Exchange Commission ~~agreed~~("SEC") todefines ~~buy~~"critical ~~minimal~~accounting ~~quantities~~policies" as those that require application of ~~the~~management's ~~products~~most ~~from~~difficult, subjective ~~Solvay~~or complex judgments, ~~upon~~often as a result of the ~~approval~~ need to make estimates about the effect of ~~our~~matters ~~products~~that byare inherently uncertain and may change in subsequent periods. Our accounting policies are described in Note 2 to the ECfinancial statements for the period ended December 31, 2012 included in this prospectus. ~~The~~ ~~prices~~Not all of the accounting policies require management to make ~~products~~difficult, ~~are~~subjective ~~fixed~~or complex judgments or estimates. Our management believes that, as for the ~~long~~financial ~~term~~statements ~~and~~for ~~are~~the periods ~~subject~~included toin this prospectus, the ~~fluctuations~~going inconcern assessment is viewed as critical accounting policy. However, due to the ~~prices~~early stage of ~~raw~~operations ~~materials~~of the Company, ~~energy~~there ~~and~~are ~~the~~no ~~cost~~other ofaccounting ~~packaging~~policies ~~used~~that ~~for~~are ~~the~~considered to be critical accounting ~~manufacturing~~policies ofby our ~~products~~management.

~~Transportation~~ ~~and~~Going ~~Storage~~concern ~~of our Products~~uncertainty

~~Unstable~~The development and commercialization ~~Hydrogen~~of ~~Peroxide~~our isproduct awill ~~common~~require ~~chemical~~substantial ~~sold~~expenditures. We have not yet generated sufficient revenues from operations to fund our activities, and ~~transported~~therefore ~~world~~dependent ~~wide~~upon external sources for financing our operations. There can be no assurance that we will succeed in ~~50%~~obtaining the necessary financing to continue our operations. Since inception, we have incurred accumulated losses ~~concentrations;~~and ~~transported~~cumulative ~~Hydrogen~~negative inoperating ~~such~~cash ~~concentrations~~flow. The continuation of our current operations after utilizing the current reserves is dependent ~~defined~~upon the generation of additional financial resources either through fund raising or by generating revenues from our products. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements ~~dangerous~~have ~~goods~~been byprepared on a going concern basis and do not include any adjustments that might result from the ~~industry~~outcome of this uncertainty.

WeRecently ~~have decided~~issued toaccounting ~~supply~~pronouncements our products with stable Hydrogen Peroxide and at low concentration of only 20%, which is graded as lower risk compared to the Unstable Hydrogen Peroxide at 50% concentration. At this grade of risk the product should be transported by certified truck drivers, and the truck should be marked with special signs. The delivery of the product should be transported together with Material Safety Data Sheets (MSDS) which show the dangers related to the product and the safety procedures, including how the product should be handled.

~~Peroxide is~~ASC anTopic ~~aggressive oxidizer and will corrode many materials. Hydrogen Peroxide should be stored in a cool~~220, ~~dry,~~"Comprehensive well-ventilated area and away from any flammable or combustible substances. It should be transported in special tanks and vehicles and should be stored in a container composed of non-reactive materials.Income"

~~Pimi~~Effective isJanuary 1, 2013, the Company ~~carefully~~adopted ~~and~~Accounting ~~diligently~~Standard ~~following~~Update ~~the~~No. ~~above~~2013-02 ~~rules~~“Comprehensive ~~and~~Income ~~regulations~~(Topic in220) ~~handling~~“Reporting of Amounts Reclassified ~~the~~out ~~product~~of inAccumulated ~~transportation~~Other ~~and~~Comprehensive ~~storage~~Income” (ASU 2013-02). ASU 2013-02 requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income.

~~Governmental~~According to ASU 2013-02, significant ~~Support~~items that are required under U.S. GAAP to be reclassified to net income in their entirety shall be presented by the respective line items of net income either on the face of the financial statements or in the footnotes. Items that are not required under U.S. GAAP to be reclassified to net income in their entirety, will be required to be cross-referenced to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The standard became effective, prospectively, for interim and annual periods beginning after December 15, 2012.

~~Pimi Israel has received grants from the Israeli Chief Scientist for a program of investment in research and development of solution for disinfection of potato seeds (SeedGuardTM) in 6 stages method.~~ The ~~approval~~adoption of ~~the~~ASU ~~Chief~~2013-02 ~~Scientist~~did ~~was~~not ~~extended and changed~~have ina ~~order~~material toimpact ~~enable~~on ~~certain expenses to be recognized for~~ the ~~grant.~~financial ~~Pimi~~position ~~has received~~or ~~from~~results ~~the~~of ~~Chief~~operations ~~Scientist~~of the ~~sum of $121,753 (484,429 NIS) as grant under this program~~Company.

~~Pimi~~ASC ~~is obligated~~Topic to pay the grant back to the Chief Scientist in the form of royalties. In the first 3 years of sales we shall pay 3% out of the sales of the product which was developed under the R&D program. In the fourth210, ~~fifth and sixth~~ ~~years~~“Balance of sales we shall pay 4% of such sales, and from the seventh year and on we shall pay 5% up to the amount of the grant. If there will be no sales of the product which was developed under the program, Pimi will not be required to pay back the grant.Sheet”

~~Under~~Effective January 1, 2013, the Company ~~law~~adopted ~~and~~Accounting ~~regulations~~Standard ~~relating~~Update to(ASU) ~~the grant~~2011-11, ~~sale~~“Balance ofSheet ~~the~~(Topic IP210) ~~developed~~- ~~under~~Disclosures ~~the~~about Offsetting Assets and Liabilities” ~~programe~~(ASU to2011-11). ASU a2011-11 ~~foreign~~enhances ~~entity~~disclosures ~~will~~about ~~require~~financial ~~the~~instruments ~~approval~~and ofderivative instruments that are either offset in accordance with the ~~Israeli~~Accounting ~~Chief~~Standards Codification or are subject to an enforceable master netting arrangement or similar ~~Scientist~~agreement.

The amended guidance became effective, in a retrospective manner to all comparative periods presented, for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

The adoption of ASU 2011-11 did not have a material impact on the financial position or results of operations of the Company.

Activities to Date

See Section entitled “Business” below for more information on our activities.

General Trends and Outlook

The fresh fruits and vegetables industry is constantly seeking technologies and methods to prolong shelf life, reduce product deterioration losses and keep freshness of crops. In most cases the only way to prolong shelf life and reduce quality losses is by using chemicals which leave residues. The processed food industry is also using chemicals which leave residues and contaminate water and livestock. Heavy chemicals which leave residue are used also by the seed industry.

Our management believes retailers and agricultural regulatory bodies such as the European Commission of Health and Consumer Protection (the “European Commission" or the " EC") and the US Environment Protection Agency (the "EPA"), are increasingly focusing to reducing the use of residue chemicals in treating fruits, vegetables, seeds and soil in favor of environment-friendly alternatives.

~~Intellectual Property~~Table of Contents

WeIn ~~have developed~~addition, aorganic ~~significant~~food ~~intellectual~~and ~~property portfolio of patents. We believe~~organic ~~that~~agriculture ~~our~~is ~~intellectual~~rapidly ~~property~~gaining ~~portfolio,~~momentum ~~coupled~~and ~~with~~is ~~our~~advocating ~~strategic relationships~~chemical ~~(see "Customers~~ and ~~Partners")~~residue-free ~~and~~use ~~accumulated~~from ~~experience in the field~~growth, ~~gives~~harvest usto anstorage ~~advantage~~and ~~over potential competitors~~maintenance. ~~We currently~~ ~~maintain~~This ~~the~~is ~~following~~strengthened ~~patents~~by ~~(for~~ the ~~agreement~~relatively ofnew ~~the~~trend ~~transfer~~to ofconsume ~~the~~low ~~rights in~~or ~~the~~non-residue ~~patents~~produce, ~~and~~which ~~patents~~have ~~applications~~risen tovarious ~~us,~~in ~~see~~developed countries ~~"Certain~~such ~~Relations~~as ~~and Related~~the ~~Parties transaction"):~~Netherlands.

Country	Patent Register No.	Application No.	Status
U.S.A	6,797,302		Granted
U.S.A	6,946,155		Granted
U.S.A	7,147,872		Granted
Europe		99933105.1	Pending
China	99810112.5		Granted
Russia	2262230		Granted
Russia		2005115093	Pending
Australia	757,181		Granted
South Africa	2001/1528		Granted
Israel		125520	Pending
Chile		1675-99	Pending
Mexico	230589		Granted
Canada		2,338,718	Pending
Kenya		PCT/IL99/00403	Pending
Argentina	AR 019937- B1		Granted
Bulgaria		105167	Pending
Bolivia		P990103701	Pending
Brazil		PI9912697-4	Pending
Colombia		99047340	Pending
Costa Rica		6061	Pending
Cuba		22/2001	Pending
Czech Republic		PV 2001-254	Pending
Georgia		AP1999004257	Pending
Guatemala		PI99-01099	Pending
Honduras		PCT/IL99/120	Pending
Hungary		P0201109	Pending
Korean		2001-7001082	Pending
Latvia	12750		Granted
Nicaragua	1441		Granted
New Zealand	509566		Granted
Peru	3093		Granted
Poland	P-348722		Granted
Paraguay	4217		Granted
Slovenia	9920057-20615		Granted
Slovakia		PV97-2001	Pending
Turkey	TR2001-231		Granted
Uruguay		025.625	Pending
Serbia		P-51/01	Pending
Norway		20010447	Pending
Romania		A 2001-00090	Pending

The Company’s management believes that the trend in the market is to replace, as much as possible, fruits and vegetables treated with chemicals which leave residues with fruits and vegetables with no residue or low residue.

Losses of agricultural produce, as high as 30% in countries such as India and China, due to diseases and lack of correct supply chain, from the field to the stores, are exacerbated by the increasing demand for food produce, especially in developing countries.

Accordingly, there is a significant need to find alternative solutions to current chemical treatments for pre- and post- harvest treatments of fruits and vegetables that will provide the following benefits:

Reduce spoilage and losses of produce;

Extend shelf-life and improve quality of fruits, vegetables and grains;

Are non-residue and leave no harmful chemical by-products;

Are cost effective; and

Are approved for organically produced crops.

With millions of tons of stored fruits and vegetables annually world-wide, management believes there is an immediate, addressable market for Pimi’s products. Through our extensive communications with retailers, we understand a shortage of fresh goods is a primary concern for these groups – thus the ability to improve storability is critical and valuable.

To fund our current working capital needs, we must access the public or private equity or debt markets. Also, additional capital is necessary for future research and development of, additional working capital or other liquidity needs. We cannot guarantee that such financing will be available on acceptable terms or at all.

We anticipate generating losses in the near term, and therefore, may be unable to continue operations in the future. To secure additional capital, we will have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources.

~~Regulatory Approval~~Table of ~~Pimi's Products~~Contents

In order to distribute and sell our products it should be approved by the regulators in every country were it is sold. So far we have obtained the approval of the Israeli Plant Protection and Inspection Services for SpuDefenderTM.BUSINESS

~~Our distributor~~Name ~~for the UK, Omex Agriculture Ltd, is selling our product as "Plant Strengthener" under a clearance form the UK Pesticide Safety Directorate, as a humidifier~~ and ~~Oxidation enriching agent for Fruits and Vegetables.~~Incorporation

WePimi ~~are~~was formed on April 1, 2009 under ~~currently~~the ~~acting~~laws ~~together~~of ~~with~~the ~~Wilhelm~~State ~~Weuthen~~of ~~GmbH~~Delaware. Pimi’s Israeli subsidiary, ~~our~~“Pimi ~~partner~~Marion inHoldings ~~Germany~~Ltd,” ~~in order~~was toformed ~~obtain~~on January 2004 under the ~~approval~~laws of ~~BWL~~Israel. (In October 2008, the ~~German~~Israeli ~~relevant~~subsidiary ~~authority)~~changed its name to ~~the~~"Pimi Agro Cleantech Ltd" ~~Spudefender~~(Pimi Israel). The ~~BWL~~Company, ~~has~~through ~~agreed~~Pimi toIsrael, ~~extend~~owns ~~our~~a ~~pilots~~patented ~~rooms~~technology ~~with~~for ~~Weuthen~~the ~~for~~treatment ~~next~~of pre- and post-harvest fruits ~~potatoes~~and ~~season~~vegetables toutilizing ~~7,000~~environmentally ~~tons~~friendly products.

AsOn ofApril 27, 2009 Pimi purchased all the ~~date~~issued shares of ~~this~~Pimi ~~registration~~Israel ~~statement~~from wePimi ~~are~~Israel’s ~~simultaneously~~shareholders ~~seeking~~in ~~the~~consideration ~~approvals~~ of ~~the~~6,313,589 USshares ~~and~~of EUthe ~~authorities~~common ~~for~~stock ~~the~~of Pimi ~~sale~~that ofwere ~~our~~given ~~products~~to inPimi ~~the~~Israel’s USshareholders. ~~and~~As ~~Europe~~a result, as ~~described~~Pimi ~~herein~~Israel ~~after:~~became a wholly owned subsidiary of Pimi.

~~Regulatory Process~~Our principal executive offices are located in ~~the~~Kibbutz ~~United~~Alonim, ~~States~~Israel. Our telephone number at our primary offices is 972-72-211-6144, and our local U.S. number is (310) 203-8278.

~~The~~Overview ~~U.S. regulatory authority in charge~~ of the approval of our product is the Environmental Protection Agency (EPA). In order to issue its approval for the use of such product, the EPA requires that we will show, by series of physical and chemical tests done by approved laboratories, that the registered product conforms with regulatory requirements and meets minimum standards of safety to humans and the environment when used as labeled. While the EPA does not require submission of efficacy data, EPA does hold companies responsible for insuring that the performance of a product conforms to label claims.Company

AtPimi ~~the~~focuses on developing ~~date~~environmentally friendly solutions for extending storability and shelf life of ~~this~~fruits ~~registration~~and ~~statement~~vegetables. Currently, wePimi ~~are~~is engaged ~~preparing~~in ~~the~~developing, ~~file~~testing and marketing four lines of ~~our~~products: (i) products that treat citrus fruits, such as ~~application~~CitruWash™ ~~with~~or ~~the~~in ~~EPA~~its other commercial name, Super Clean™, CitrusGuard™ or in its other commercial name, FreshProtect™; (~~with~~ii) ~~the~~a ~~assistance~~product ofthat ~~Wagner~~treats ~~Regulatory~~sweet ~~Associates~~potatoes, SweetGuard™; (iii) a product that ~~Inc.~~treats ~~from~~stored ~~Hockessin~~table potatoes, ~~Delaware~~SpuDefender™; and (~~"Wagner"~~iv)). ~~Wagner~~products ~~aims~~that toprovide ~~file~~storage ancontrol ~~application~~of fruits and ~~dossier~~vegetables, inincluding ~~April~~StorGuard™ ~~2009,~~for intreatment ~~order~~of tovegetables ~~have~~such ~~registration~~as ~~approval~~broccoli and cabbage and OnionGuard™ for the ~~coming~~treatment of onions. We have started the commercialization of four of these products namely: the sanitizers ~~potatoes~~CitrusGuard™ ~~season~~(or FreshProtect™) and SpuDefender™, and the cleansers SweetGuard™ and SuperClean™ (or CitruWash™).

WeBased ~~have~~on recent statistics, citrus fruits ~~been~~are ~~advised~~the bymost ~~Wagner~~consumed ~~that,~~fruits ~~due~~worldwide. toIn fact, the ~~fact~~international ~~that~~fresh ~~there~~citrus market is anestimated ~~exemption~~at ~~from~~over ~~the~~50 million tons per ~~requirement~~annum. ofSweet ~~tolerance~~potatoes ~~for~~are the ~~active~~seventh ~~ingredient~~largest ~~(Hydrogen~~crop ~~Peroxide)~~in the world. According to the Food and Agriculture Organization of the United Nations, atthe total crop of the 20 major producers of sweet potatoes during 2011 was approximately 99-100 million metric tons. ~~rate~~According ~~used~~to inthe ~~our~~National ~~products~~Agricultural Statistics Service, USDA, the ~~registration~~United ~~process~~States ~~will~~produced ~~last~~approximately ~~between~~1.2 6million -9metric tons ~~months~~of ~~and~~sweet ~~will~~potatoes ~~cost~~during us2012, upwith toa production value of $~~100,000~~500 million.

~~Once~~Pimi ~~the~~intends to provide its customers ~~EPA~~with ~~approval~~environmentally ~~will~~friendly besolutions ~~received~~for extending storability and shelf life of fruits and vegetables, wecommencing ~~will~~with ~~have~~their harvest and ending in their delivery to ~~receive~~distributers. Accordingly, as of the ~~approval~~date inof ~~each~~this prospectus, Pimi is developing cleansers ~~state~~and ~~where~~sanitizers ~~our~~for treatment of fruits and vegetables on packing line, as well as sprout and disease control products ~~will~~for beuse when ~~delivered~~storing fruits and vegetables. Pimi is also currently developing a device for preventing decay during shipment of fruits and vegetables.

~~Regulatory Process~~Our inProducts ~~Europe~~and Technology

InTreated ~~Europe the~~Produce ~~authority~~Citrus inFruits ~~charge~~Sweet ofPotatoes ~~the~~Potatoes ~~approval~~Onions ofSanitizers ~~our~~CitrusGuard™ ~~product is the European Commission. Under the Plant Protection Products Directive 91/414~~ (~~the "EU Directive 91/414"~~Israel), ~~the~~FreshProtect™ ~~European Commission requires that we will show that the product is not toxic, has physical and chemical safety properties and is effective~~ (~~i.e. it achieves the statement under its label~~US). In— ~~order~~SpuDefender™ toOnionGuard™ ~~submit the~~Cleansers ~~application~~SuperClean™ (~~"Dossier"~~Israel) weCitruWash™ ~~have engaged Redebel S.A from Brussels, Belgium~~ (~~"Redebel"~~US), ~~who~~SweetGuard™ is— ~~a specialist in such process.~~—

WeCitrus ~~have been~~Treatment advised by Redebel that in order to register our product in the European Community the complete Dossier for inclusion of Hydrogen Peroxide on "Annex I" of EU Directive 91/414 must be approved by the European Commission ("Annex I Listing"). Such file has to include documentation and information concerning the active ingredient (in our case Hydrogen Peroxide). Important elements of such documentation are toxicological and eco-toxicological profile of the molecule and eventual dangers and hazards coming from human exposition. An example of use of this substance in “formulated “product has to be also presented, and the most important element of this part is demonstration of the efficacy – prove of the activity of the product declared on the label. Solvay Chemicals International S.A ("Solvay") who is one of the leading manufacturer of Hydrogen Peroxide and the manufacturer of our Products for European circulation (see "Manufacturing Process and Supply of Raw Materials"), allowed us to use part of its Biocide Products Directive Dossier under the EU Directive 91/414, in order to save us trials and expenses relating to reaching the above information relating to Annex I Listing.

~~After applying~~The ~~for~~Citrus ~~Annex~~Industry- IThe ~~Listing~~Need ~~we may apply in any member state for provisional~~to ~~authorizations.~~Replace ~~Such~~Imazalil aand ~~provisional authorization will be granted for three years. However this period can be extended, if in the meantime no decision on "Annex I" Listing has been taken.~~TBZ

~~Normal~~To date, many countries, including the ~~procedure~~United ~~for~~States ~~efficacy~~and ~~testing~~Israel, iscontrol ~~two~~green ~~years~~mold ofon ~~trials.~~citruses ~~Redebel~~by ~~informed~~applying usthe ~~that, if~~fungicides ~~authorities~~Ortho-phenyl ~~agree~~Phenate ~~before~~(OPP or SOPP), ~~eventually~~Imazalil, and weThiabendazole ~~might~~(TBZ). beRetailers’ ~~able~~demand to ~~get~~reduce ~~provisional approval~~the ~~for~~Maximum ~~usage~~Residue ~~permission~~Levels (MRL) of pesticides in ~~one~~their ~~year~~fresh fruits has led producers to seek environmentally friendly solutions, such as ours, to reduce levels of ~~efficacy~~pesticide ~~trials.~~residues ~~Redebel~~and ~~prepares~~extend ~~now~~shelf life. It was proven that green mold had already developed resistance to the ~~file~~abovementioned fungicides especially for ~~submission~~Imazalil. Therefore, packers can no longer count only on them to effectively control decay pathogens.

~~Due~~The tocombination of these two factors created ~~the~~an ~~reason~~urgent ~~the~~need ~~Dossier~~to ofidentify ~~Solvay~~an ~~will~~alternative ~~support~~method ~~our~~for ~~application~~controlling wegreen ~~estimate~~mold. Accordingly, Pimi’s solution may reduce the ~~cost~~Imazalil level from today’s MRL of ~~the~~5 ~~registration~~ppm to(part beper upmillion) to ~~160~~1 ppm,~~000~~ ~~Euro~~without adding any fungicide material and while improving yield losses.

Once the listing of the active ingredient (approval of the European Commission) will be received we shall have to register the product in each Member State of the EU, were our products will be sold and used, which will cost additional fees between 8000 Euro- 32000 Euro (depending on the Member State).

~~Customers and~~Table ~~Partners~~of Contents

WeCitrus ~~have succeeded~~Sanitizers in- ~~entering into cooperative agreements with companies who specialize~~CitrusGuard™ inor the supply of agriculture products, primarily in Europe. We are also cooperating with several major suppliers of table potatoes and producers of processed potatoes, who are examining Pimi’s products in order to use it at their storage rooms during the next potato season:FreshProtect™

~~Omex~~We have developed a sanitizer called CitrusGuard™ ~~Agriculture~~(in ~~Ltd~~Israel) or FreshProtect™ (in the US) which is formulated to sanitize citrus fruits during packaging. The sanitizer was developed in order to replace the current residue treatments of fungicides, such as Imazalil. FreshProtect™ is mainly targeted to the U.S. market, while CitrusGuard™ is mainly targeted to the Israeli and other international markets; however, the products are identical and named differently for commercial reasons.

~~In January~~On ~~2009~~December 14, ~~Pimi~~2012, ~~Israel~~we ~~and~~received ~~Omex~~an ~~Agriculture Ltd. ("Omex") a company who is active in~~unconditional ~~supplying~~Notice ~~agriculture~~of ~~inputs~~Registration tofrom ~~farmers in~~ the UKUnited ~~have~~States ~~entered~~Environmental ~~into~~Protection anAgency ~~Exclusive Distribution~~(the ~~Agreement,~~“EPA”) for ~~a term of 5 years. Pimi and Omex have been working~~FreshProtect™, ~~together~~which inwas ~~marketing~~issued ~~Pimi's~~on ~~products~~November ~~for~~30, ~~farmers~~2012 in(the UK“EPA ~~since 2006~~Approval”). ~~Under~~On ~~this agreement,~~May ~~Omex markets~~29, ~~sells,~~2013 ~~distributes~~we ~~and~~received ~~installs~~a ~~systems~~certificate ~~and~~of ~~equipment~~registration ~~required~~ for ~~the~~FreshProtect™ ~~application~~from ~~of Pimi's SpuDefenderTM in~~ the ~~UK.~~ ~~SpuDefenderTM~~Department ~~will be distributed in the UK under the name~~ of ~~"Storomex".~~Pesticides ~~All cost~~ of ~~marketing of~~ the ~~SpuDefenderTM~~ ~~will~~State ~~be borne~~of byCalifornia ~~Omex.~~(“CA ~~Under the agreement~~EPA”), ~~should~~which ~~SpuDefenderTM~~enable ~~require registration~~us ~~with any government agency in the UK, Omex will execute such~~to ~~registration~~market and itsell ~~will~~this ~~bear~~product ~~all costs~~ in ~~obtaining such registration~~California. InCA ~~case Omex~~EPA ~~shall~~has ~~not~~recently ~~achieve~~renewed ~~minimum~~this ~~target~~registration ofuntil ~~sales~~December 31, ~~then it might loose its exclusive distribution or even loose the rights for distribution for the UK~~2014.

~~Together~~FreshProtect™ has been in development since 2009. In January 2011, Pimi successfully concluded a commercial trial on easy peel citruses in cooperation with ~~Omex~~Sun wePacific Inc. ~~have~~(“Sun ~~conducted~~Pacific”), a leading citrus packaging facility in ~~the~~California. ~~potatoes~~In ~~season~~October 2013 we commenced commercial implementation of ~~2008~~FreshProtect™ and CitruWash™ for the post-~~2009,~~harvest ~~efficacy performance~~treatment of clementines with Sun Pacific in ~~pilot~~Maricopa ~~storage~~CA. ~~rooms,~~Sun Pacific ~~for~~is ~~major~~one ~~table~~of ~~potatoes~~the ~~supplier~~biggest suppliers of fruits and vegetables in the United States, leading in citrus and other products. Currently, ~~storage~~our ~~rooms~~products ofare ~~process~~utilized ~~potatoes~~on ~~for~~2 ~~international~~packing ~~key~~lines, ~~player~~however inour management understands that Sun Pacific intends to extend the ~~industry~~use of ~~(see~~our ~~"Recent~~products ~~Developments")~~to 4 additional washing lines at the same facility.

~~Omex~~In isOctober 2011, Pimi concluded another ~~also~~commercial ~~engaged~~trial on navel oranges with Paramount Inc. (“Paramount”), another leading packaging facility in ~~the~~California. Both ~~distribution~~trials were successful as they proved significant advantages of ~~Pimi's~~utilizing ~~StoreGuardTM~~FreshProtect™ on citruses in comparison to other current treatments and materials. Specifically, ~~for~~these trials showed that FreshProtect™ reduces the residue level of ~~storage~~pesticides on citruses to the level of ~~cabbage~~less inthan 1.5 ppm, without adversely affecting the UKshelf life, quality, and itquantity ~~supplies~~of the ~~this~~fruits. ~~product~~Such toa ~~several framers~~significantly low residue level complies with the stringent standards of leading European food chains.

~~PepsiCo UK~~In March and ~~Ireland~~April ~~(Frito~~2010, Pimi successfully completed several small-scale ~~Lay~~trials, as well as commercial trials, applying CitrusGuard™ to mandarins - one of the most sensitive and problematic citruses, as well as to grapefruits. These trials were conducted in cooperation with Mehadrin Ltd (“Mehadrin”), the largest packaging house in Israel, which exports citruses to the United States and Europe. In these trials, CitrusGuard™ demonstrated superiority in extending shelf life compared to the currently used treatment, which requires almost double the amount of pesticides to reach the required shelf life.

~~During the~~As ~~last~~a ~~potato~~result ~~season~~of wethese ~~cooperated~~successful ~~with PepsiCo Europe~~commercial trials, ~~and~~Mehadrin ~~its~~commercially ~~UK headquarters~~implemented ~~which~~CitrusGuard™ is in ~~charge~~its ofpacking ~~potatoe~~lines. ~~storage~~Those inlines ~~West~~mainly ~~and~~pack ~~East~~mandarins, ~~Europe.~~grapefruits ~~PepsiCo produces~~ and ~~markets~~small ~~Frito~~volumes ~~Lay~~of ~~chips.~~oranges ~~We have installed a pilot storage room for a farmer who grows~~ and ~~stores~~lemons. ~~potatoes~~Utilizing ~~for~~Pimi’s ~~Walker~~comprehensive ~~Snacks~~treatment ~~a subsidiary of PepsiCo~~model, ~~who~~Mehadrin ~~manufactures~~is ~~Frito~~also ~~Lay~~implementing ~~chips~~Pimi’s Super ~~for~~Clean™ ~~PepsiCo~~cleanser ( ~~http://www.walkers.co.uk/~~see below). ~~For~~in ~~the~~different ~~results~~phases of ~~this~~the ~~pilot~~cleaning ~~see Recent Developments~~process. As ofThe ~~the~~total ~~filing~~quantity ~~date~~ of ~~this~~citruses ~~registration~~that ~~statement we~~were ~~have~~treated ~~started~~by ~~discussions~~Mehadrin ~~also~~ with ~~PepsiCo~~CitrusGuard™ ~~USA~~and ~~who~~SuperClean™ ~~has~~during ~~expressed~~the ~~intention~~citrus ~~to establish~~season aof ~~pilot~~2011-2012 ~~storage~~is ~~room~~over ~~for~~60,000 ~~processed~~tons ~~potatoes~~and during in the ~~coming~~2012-2013 ~~potatoes~~ citrus season were 80,000 tons.

~~McCain~~The recent results of additional trials ~~Food~~that ~~Limited~~had been performed independently by Mehadrin, indicated that our products had prevented decay more effectively in comparison to other current treatment materials utilized by Mehadrin. Accordingly, Mehadrin has recently resolved to replace their current treatment materials with Pimi’s products and have already placed additional orders with us. They have also sent letters of recommendation to their outsourcing packers, who process not only Mehadrin’s produce, but also the produce of their own. Following this recommendation, several additional packing houses in Israel have already commenced utilizing our products and several others entered into negotiations with us.

~~McCain~~Citrus ~~is one~~Cleansers of- ~~the world leaders in terms of processors of frozen food and French fries,~~SuperClean™ and isCitruWash™ a world known brand for French fries (See: http://www.mccain.com/company/Pages/default.aspx). McCain also supplies French fries to McDonalds. In the last potatoes season we have installed a pilot storage room for a farmer who grows potatoes for McCain UK. For the results of this pilot see Recent Developments.

~~Branston~~The cleanser SuperClean™ (in Israel) ~~Holding~~or ~~Ltd~~CitruWash™ (in the US) is formulated to clean citrus fruits during packaging. The cleanser was developed to replace soap and Chlorine which are currently used as cleansers. A good cleaning practice reduces surface dirt and soil, which consequently reduces micro flora load prior to spreading the fruits with fungicides that prevents mold contamination.

~~Branston Holdings~~CitruWash™ ~~Ltd.~~ is amainly ~~packager~~targeted ~~and supplier of table potatoes for retailers in the~~to UKthe ~~(http://www.branston.com) Branston’s~~US ~~main~~market, ~~customer~~while isand ~~Tesco~~SuperClean™ ~~UK, who~~ is amainly ~~leading~~targeted ~~retailer~~to in the ~~UK. Branston~~Israeli ~~stores at its facilities~~ and ~~with~~other ~~farmers~~international ~~sites~~markets; ~~over~~however, ~~250~~the ~~thousands tons of potatoes each year.~~products ~~During~~are ~~the~~identical ~~last~~and ~~potatoes~~named ~~season~~differently ~~we have installed a pilot storage room~~ for ~~a farmer~~commercial ~~who grows potatoes for Branston~~reasons. ~~For the results of this pilot see Recent Developments.~~

~~RWZ-~~The regulatory agency that is responsible ~~Wilhelm~~for ~~Weuthen~~regulating ~~GmbH~~our products that make cleaning claims on raw agricultural commodities, such as CitruWash™, is the Food and Drug Administration (“FDA”).

~~Wilhelm Weuthen~~Unlike ~~GmbH~~the ~~("Weuthen")~~EPA, isthe ~~one~~FDA ofdoes ~~the~~not ~~largest~~approve cleanser ~~services~~products. Instead, ~~suppliers~~all of ~~for~~ the ~~potatoes~~ ~~industry~~ingredients incomprising ~~Germany.~~cleansing ~~Weuthen~~products ismust ahave ~~company~~the inappropriate clearance, under the ~~RWZ~~Federal DEFood, ~~group~~Drug ~~of companies,~~and ~~who~~Cosmetic isAct a(“FFDCA”), ~~supplier~~for ofuse ~~agriculture~~on ~~inputs,~~the totarget ~~more~~food ~~than~~commodities. All ~~75,000~~of ~~farmers~~the ingredients in ~~Germany~~CitruWash™ ~~(http://www.rwz.de/). During~~are ~~the~~compliant ~~season~~with ofthe ~~2008~~FFDCA. We we have ~~treated~~been ~~with~~advised by our ~~product~~regulatory ~~and~~counsel ~~technology~~that ~~two~~CitruWash™ is ~~pilot~~classified ~~storage~~as ~~rooms~~a ofcleanser ~~1500~~under ~~tons~~applicable ~~each,~~U.S. ~~related~~laws toand ~~Weuthen (see "Recent Developments")~~regulations.

We are currently negotiating with Weuthen the possibility of nominating Weuthen as our exclusive distributor for Germany, Austria, Switzerland and The Benelux countries and we plan together with Weuthen to treat additional storage rooms in coming potato season in Germany.

Kraft Foods Inc.

Kraft Foods Inc. is one of the major growers, manufacturers and suppliers of processed potatoes for Eastern Europe. We have entered into an agreement with Gaben LLC who has been appointed by Kraft Foods (Ukraine) to be the supplier for our products to Ukraine where Kraft's plant and storage rooms are located. During the season of 2008 we have treated successfully with our product and technology a pilot storage room of 1,000 tons (see "Recent Developments"). Kraft Food has decided to extend the usage of SpuDefenderTM for 6,000 tons in the coming potato season (September 2009). Kraft has also decided to initiate a trial with our SeedGuardTM on potato seeds in the coming crop season (September 2009).

~~Vegisafe LLC~~Table ~~(Earthbound~~of ~~LLC Group)~~Contents

In January, ~~2009~~and ~~Pimi~~February ~~Israel~~2013 ~~entered into~~Pimi performed a ~~Joint~~large-scale ~~Venture~~commercial ~~Agreement~~trial with Sun Pacific, utilizing both CitruWash™ (~~"J.V~~as ~~Agreement"~~a cleanser) ~~with~~and ~~Vegiesafe LLC~~FreshProtect™ (~~"Vegiesafe"~~as a sanitizer), anin ~~affiliate~~the oftreatment ~~Earthbound~~process ~~LLC~~on ~~("EB")~~one packaging line The trial involved a large, post-harvest services company, which is considered by Pimi’s management to be a ~~group~~potential distributor of ~~companies~~Pimi’s products. The preliminary results of this ~~engaged~~trial inwere ~~consulting~~successful, toindicating ~~mass-market~~that ~~retailers~~our products prevent decay more efficiently than other current treatments and ~~major~~materials. As ~~supermarket~~of ~~chains~~the indate of this prospectus, we are negotiating with Sun Pacific and the post-harvest services company the terms of the ~~North~~sale ~~America~~and purchase agreement of FreshProtect™ and CitruWash™ for the coming citrus fruits season (~~http://www.earthboundllc.com/~~September 2013- April 2014).

~~The~~Sweet ~~Joint Venture~~Potatoes ~~will~~Treatment market, sell and distribute Pimi's technology throughout the United States, on an exclusive basis, and throughout Canada and Mexico, on a non-exclusive basis. Vegiesafe will market and handle the sales activities of the Joint Venture. Vegiesafe intends to seek retailers and major distributors in the U.S., who will recommend its producers and suppliers to manufacture and supply CIPC-free potatoes, or CIPC-free potato products. The exclusivity of the Joint Venture is subject to fulfillment of certain milestones of annual sales. We will have 70% of the rights in the Joint Venture and will nominate two of its directors; Vegiesafe will have 30% of the rights, and will nominate one director. We will grant a sub-license to the Joint Venture for the use of our patents and technology, relating to the products and to any new product developed by us, for the term of the JV.Products

~~We are obligated to continue to operate the Joint Venture so long as certain trigger events occur prior to December 31, 2009, as further described in the J.V. Agreement.~~SweetGuard™

~~VegiesafeTM~~SweetGuard™ ~~will invest~~is indesigned ~~the Joint Venture an aggregate amount of $250,000 which will be used~~ to ~~cover expenses reflected in a budget prepared for~~ clean the ~~J.V~~surface ~~and~~of ~~approved~~sweet ~~by Vegiesafe~~potatoes and ~~Pimi.~~improve ~~The Joint Venture will use~~ the ~~VegisafeTM~~appearance asof ~~the trademark for fruits and vegetables which will be~~ treated bysweet ~~our products and are CIPC free~~potatoes. ~~Any~~Cleaning ~~additional investment in~~ the ~~Joint~~surface ~~Venture~~of insweet ~~excess~~potatoes ~~of the~~reduces ~~$250~~decay,~~000~~ ~~shall~~which bemay ~~contributed~~occur byduring ~~the parties according to their share in the Joint Venture upon mutual consent~~storage, ~~taking~~shipment ~~into account the Joint Venture 's business~~ and ~~its~~shelf ~~needs~~life.

~~For further~~SweetGuard™ ~~description~~is used as toa ~~the~~cleaning agent ~~activities~~on ofpost-harvest ~~the~~sweet ~~Joint~~potatoes. ~~Venture~~As assuch, ofSweetGuard™ is regulated under both the ~~date~~Toxic ofSubstances Control Act (“TSCA”) ~~the~~and ~~filing~~FFDCA. ofUnder ~~this~~both ~~registration~~of ~~statement~~these statutes, ~~please~~products ~~see~~are ~~"Recent~~not ~~Developments".~~approved ~~For further~~or ~~information~~cleared asbut to the ~~investment~~individual ~~agreement~~components ~~with~~or ~~EB, see~~substances comprising ~~"Options~~a ~~Grants~~product ~~during~~must ~~Last~~be ~~Fiscal~~compliant ~~Year"~~with the provisions of each statute and their implementing regulations.

~~APH~~In ~~Group~~addition, under Sections 201(s) and 409 of the FFDCA, any substance that is intentionally added to food is a food additive, that is subject to premarket review and approval by the FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excluded from the definition of a food additive. The FDA established a notification procedure whereby any person may notify the FDA of a determination by that person that a particular use of a substance is “GRAS" (Generally Recognized As Safe). It should be noted that according to applicable law we may market a substance that we determine to be GRAS for a particular use without informing the FDA or, if the FDA is so informed, while the FDA is reviewing that information.

~~APH~~We ~~Group from~~evaluated ~~Netherlands~~each iscomponent ~~a distributor~~ of ~~machinery~~SweetGuard™ ~~which~~and ~~offers a complete range of~~based ~~equipment~~on ~~for~~this ~~potato,~~evaluation ~~onion~~our ~~and~~management ~~carrot~~concluded ~~production,~~that ~~and~~every component is ~~positioned~~compliant ~~strongly in Russia and China. Together~~ with ~~APH we are exploring~~ the ~~possibility~~provisions ~~to distribute~~of ~~our~~TSCA ~~products~~and inFFDCA ~~Russia.~~and Wethe ~~are currently conducting negotiations with~~corresponding ~~APH~~implementing ~~Group in order to appoint them as our distributor for Russia~~regulations.

~~Oninvent~~In January 2010, Pimi completed its first ~~Techniek~~commercial Btrial utilizing SweetGuard™ for the treatment of sweet potatoes.V The trial took place in two cooperative farms in Israel having two separate packaging houses that export sweet potatoes to Europe. It demonstrated SweetGuard’s™ efficacy in various areas of post-harvest treatment of crop coming from different growing soils. Pimi was advised that consumers that were presented with treated and untreated sweet potatoes had preferred those potatoes that were cleaned with SweetGuard™.

~~Omnivent Techniek~~Based ~~BV.,~~on ~~("Omnivent")~~these results, isthe atwo ~~company who is acting as distributor and~~participating ~~installer~~cooperative offarms ~~systems~~have ~~for~~decided ~~control~~to ofinclude ~~storage~~SweetGuard™ ~~room atmosphere mainly~~ in ~~Europe. We~~their ~~entered, into~~regular ~~a Memorandum of Understanding ("MOU") in May 2008~~packaging. ~~Under the MOU~~Accordingly, ~~subject to~~ the ~~success~~total ofquantity ~~the efficacy trials (during the potato season~~ of ~~July~~sweet ~~2008-June~~potatoes ~~2009),~~that ~~Omnivent~~were ~~will~~treated bewith ~~appointed~~SweetGuard™ ~~as our contractor for humidity treatment systems~~ in ~~the~~2012 ~~Netherlands and in any country agreed to by us and Omnivent. It~~ was ~~agreed~~approximately ~~that subject to mutual decision of the parties~~12,000 ~~they may go ahead with the cooperation after the success of the efficacy trials, and the parties will negotiate the terms of the cooperation~~tons.

~~Solvay~~To date, Pimi has successfully finalized ~~Chemical~~several ~~International~~on-line Scommercial tests with several leading sweet potato packers located in the United States, and has received its second order for SweetGuard™ from a customer in the United States.A

~~Solvay~~Potato ~~is a~~Treatment world leader in production of Hydrogen Peroxide, andproduces our products for us. We have come to an understanding with Solvay that Solvay will produce of our products for us world-wide. Solvay is supporting our application for the registration of our products in the EC and the US (see Status of Regulatory Approval).Products

~~Tapud~~The Potato Industry - the Need to ~~Industries~~Replace ~~Ltd~~CIPC and Prolong Shelf Life

~~Tapud Industries~~Potatoes ~~Ltd,~~are ~~Israel,~~ the ~~certified~~fourth ~~producer~~largest ~~for~~crop ~~McDonalds~~in the ~~Israel,~~world. isAccording ~~applying Pimi's~~to ~~products~~the Food and ~~technologies~~Agriculture asOrganization ~~part~~ of athe ~~benchmark~~United ~~test~~Nations, ~~versus~~the total crop of the ~~CIPC~~20 major producers ~~storage~~of ~~protocol~~potatoes induring ~~rooms~~2011 ~~storing~~was ~~750~~approximately 294 million metric tons. Pimi estimates that table potatoes constitute approximately 30%-40% of the total internationally produced potatoes. ~~The~~In ~~results~~developed ~~reported~~countries, ~~so far~~around one third of the crop is used directly by ~~Tapud’s~~households ~~food~~(table ~~technologists~~potatoes) and the rest are ~~that~~processed ~~Pimi’s~~(and ~~protocol~~turned ~~achieved~~into ~~higher~~chips/crisps, French fries). In non-developed countries, ~~quality~~80% ~~results~~of inthe ~~comparison~~crop tois used as table potatoes and the rest as processed potatoes. ~~treated~~Accordingly, byPimi ~~CIPC~~estimates that the annual crop of potatoes is divided between 35% of table potatoes and 65% of processed potatoes.

~~Strauss~~Stored potatoes begin sprouting, in most ~~Elite~~circumstances, ~~Ltd~~after two to three months. Effective sprout control is a major component in managing stored potatoes’ quality. Indeed, if proper sprout control is not maintained, tuber quality significantly decreases and the ability to store potatoes for extended periods of time is diminished. Sprouting causes high yield loss and low quality production both for consumers and for processing. Sprouting is also associated with the conversion of starch to sugars, which is undesirable in the processing industry due to the darkening effect of fried products. In the table potatoes industry, visible sprouts on potatoes are unacceptable to consumers.

~~Strauss~~The primary method to control sprouting ~~Elite,~~in ~~who~~storage is ~~the~~through ~~partner~~post-harvest application of ~~PepsiCo~~isopropyl inN-(3-chlorphenyl) ~~Israel,~~carbamate ~~has~~("Chlorpropham" ~~been~~or ~~using~~"CIPC") - ~~our~~a ~~products~~synthetic ~~and technologies~~hormone ~~for~~that ~~several~~is ~~years~~used ~~and~~worldwide. ~~management~~For ~~understands~~the ~~that~~toxic ~~they~~effects ~~will continue~~of toCIPC dosee: sohttp://pmep.cce.cornell.edu/profiles/extoxnet/carbaryl-dicrotophos/chlorpropham-ext.html.

~~Pimi’s SpuDefenderTM installation:~~Table of Contents

AtRegulators ~~LFP,~~such ~~Branston~~as ~~farmer~~the -European Commission ~~packing~~("The EC") and United States EPA are pushing for ~~Tesco~~a ~~and~~substantial atreduction ~~PepsiCo~~in the maximum residues level of CIPC permitted in crops, UKlivestock and water. In 2008, ~~October~~the EU has issued a directive (196/2008 ~~and~~of ~~February~~January 29, 2008) which sets the MRL of CIPC ~~2009:~~on 10mg per ton. The UK has recently determined that potatoes treated with more than 36g of CIPC per ton should only be used for commercial processing. The British Potato Council along with the UK industry have set a maximum level of 63.75mg per ton for commercial processing.

In August 1996, US EPA issued a federal Registration Eligibility Decision (RED) regarding the continued use of CIPC as sprout inhibitor in harvested, stored potatoes. In 2002, EPA reduced the allowable level of CIPC on fresh potatoes from 50ppm to 30ppm per kg. EPA permitted residues as high as 40 ppm on wet peel potatoes, which go to life feed stock. Similar consequences of CIPC reassessment occurred in other potato-growing regions in the world, such as Canada and Australia. In Sweden, CIPC has been banned for use since 2005. The aforementioned limitations emphasize the industry’s urgent need of products that will provide proper sprout control without leaving the toxic residues of CIPC. Our products are designed to provide same and meet the limitations introduced by the regulators worldwide.

SpuDefender ™

Pimi is developing the SpuDefender™ to substitute CIPC as a sprout inhibitor, while increasing shelf life and protecting quality. SpuDefender™ is a formulated STHP designed to inhibit sprouting in stored potatoes. SpuDefender™ is a patent protected in several countries. It is applied to potatoes stored in storehouses, or on packaging lines, by using Pimi’s proprietary storage application protocol, which is based on a unique system of ultrasonic atomizers to provide maximum results.

SpuDefender™ is an environmentally friendly external treatment, and therefore, after washing, it leaves no residue. At the end of the application process, the active ingredient of SpuDefender™ decomposes into water and oxygen, unlike existing chemical alternatives, such as Isopropyl N-(3-chlorophenyl) Carbamate ("Chlorpropham" or "CIPC") (see “The Potato Industry - the Need to Replace CIPC and prolong shelf life” elsewhere in this prospectus). To date, SpuDefender™ has proven to be effective in controlling decay in stored potatoes, while reducing the residue level of pesticides on treated potatoes. Its sprout control ability (required to effectively substitute CIPC) is under further development and testing, and therefore SpuDefender™ is not marketed yet as sprout inhibitor.

Other Fruits and Vegetables Storage Control Line of Products

StorGuard™

StorGuard™ was developed for extending the shelf life of stored fruits and vegetables by reducing air pathogens in storage rooms. To improve storage conditions, StorGuard™ enriches storage rooms with Oxygen and humidity, which constitute key factors for good storability. The active ingredient of StorGuard™ is STHP, which has abilities to oxidize air spores [see EPA Hydrogen Peroxide (000595) Federal Register Notices at: http://www.epa.gov/pesticides/biopesticides/ingredients/fr notices/frnotices 000595.htm].

OnionGuard™

As of the date of this prospectus, there is no effective treatment known to reduce Botrytis Neck Rot and Aspergillus Black Mold, which are the two main onion diseases. These two diseases can damage up to 40% of an onion harvest. In October 2009, Pimi initiated a trial with Idaho State University and McCain Foods Limited (“McCain”) to extend storability of onions by using OnionGuard™ - a formula comprised of Pimi’s StorGuard™. Pimi ran a trial to compare OnionGuard™ to current storage methods. The trial was performed in cooperation with McCain, which stores onions for its onion rings production line and encountered storability problems. The results received in June 2010 demonstrated a 40% improvement in room temperature storability, as well as in cold temperature storability. Moreover, after six months of storage, defects were reduced from 35% to 15%. The trial’s results were presented to one of the leading retailers in the US who subsequently ordered a commercial test of 20,000 pounds of onions. Such a test started on October 2010, under the supervision of the Washington State University. Nevertheless, while initial results from January 2011 presented high performance of OnionGuard™, the test was never completed due to the release of the onions to the market prior to the receipt of final results.

Pimi anticipates starting EPA registration of OnionGuard™ once sufficient working capital is available to initiate the process.

Products planned for Research and Development

Pimi plans to expand its line of products in the coming years by investing substantial amounts of R&D in other fields, where it had identified a market need for environmentally friendly solutions.

SeedGuard ™

Potatoes are susceptible to a variety of diseases that reduce yields and decrease tuber, potentially causing significant losses in the quantity and quality of the crops. Pathogens accumulate in successive cloning of tubers and in the soil used to grow them. Hence, sustainable potatoes production depends on a constantly renewed supply of disease-free planting material. According to numerous international regulations, seeds of all types must be disinfected to prevent the transfer of diseases between countries, between seeds, between seeds and soil, and between seeds and crop.

~~Pimi’s SpuDefenderTM installation~~Table atof ~~Kraft foods, Ukraine, October 2008:~~Contents

Tuber disinfection treatments are used to reduce seeds’ borne diseases. Nevertheless, the use of organic mercury for this purpose was banned and alternative treatments are ineffective against many of the pathogens. Moreover, an increasing number of pathogens were found to be unaffected by any of these treatments (see Lea Tsror and al. "Survey of Bacterial and Fungal Seed borne diseases in Imported and Domestic Seed Tubers" (1999) at http://www.pimiagro.com/upload_pdf/1241461817_4.pdf).

Pimi has embarked on an R&D plan for potato seeds applications, hoping to develop an innovative, holistic and ecological solution to treat potato seeds throughout their lifecycle. This plan was approved for receiving grants from the Israeli Chief Scientist Office (see "Governmental Support" elsewhere in this prospectus). SeedGuard™’s long lasting disinfectant effect is designed to benefit seed producers and potato growers and replace existing aggressive chemical treatments, which are not environmentally friendly.

Pimi’s management estimates that additional and substantial R&D is required to tailor SeedGuard™ to specific seeds, which requires several years of work. Therefore, Pimi’s management has decided to postpone the development of this product until its other products are fully commercialized. Accordingly, as of the date of this prospectus, SeedGuard™’s development is delayed until sufficient funds are raised.

Performic Acid

Pimi has begun researching the field of performic acid based, eco-friendly solutions (see “Intellectual Property” elsewhere in this prospectus). Additionally, Pimi has consulted a leading global chemical producer for the purpose of exploring and evaluating the possibility of commercial development in this field.

Device for Treatment of Fruits and Vegetables in Transit

We are in process of developing a disposable adjustable substance diffuser device, designed to utilize our products on fruits and vegetables transported in containers. We intend to file in the near future a patent application covering this device in the United States. This unique solution shall prolong shelf life, reduce product deterioration losses and keep freshness of transported agriculture goods. Our management anticipates that, once developed, this product will be primarily demanded by those distributors that use long term and long distance maritime transportation methods.

Financings

See section entitled “Liquidity” above for information on our financing activities.

Employees

As of the date of this prospectus, Pimi employs 4 full time and 2 part time employees. Subject to receipt of appropriate funds, Pimi intends to employ additional employees or retain services of external service providers, mainly in field of R&D and marketing.

Competition

Competition with SuperClean™ and CitruWash™

As of the date of this prospectus, we are not aware of any non-residue product, which provides similar levels of cleaning efficacy as our SuperClean™ and CitruWash™, without leaving harmful chemical by-products. Chlorine-based cleansers and their manufacturers and distributors are our major competitors in this field. Nevertheless, we believe that retailers’ demand to reduce the Maximum Residue Levels (MRL) of pesticides in their fresh fruits will eventually lead producers to prefer our environmentally friendly solutions.

Competition with CitrusGuard™ and FreshProtect™

As of the date of this prospectus, we are not aware of any non-residue product, which provides similar levels of sanitizing efficacy as our CitrusGuard™ and FreshProtect™, without leaving harmful chemical by-products. Manufacturers and distributors of Imazalil, such as Makhteshim Agan Industries and Janssen Pharmaceutica N.V, are our major competitors in this field.

Competition with SweetGuard™

SweetGuard™ is intended to increase the cleaning ability of sweet potatoes and improve their appearance. As of the date of this prospectus, we are not aware of any products competing with SweetGuard™.

~~Recent Developments~~Table of Contents

~~During the~~Competition ~~last~~with potato season we conducted 5 concurrent efficacy trials in the United Kingdom, Ukraine and Germany. Potatoes, as well as cabbage, were stored in pilot storage rooms and were treated by Pimi’s solution application protocol.SpuDefender™

~~PepsiCo~~CIPC manufacturers and distributors are large chemical companies, such as Cerits Europe B.V, Loxan B.V, Aceto Agriculture Chemical Corporation, United Phosphorous limited, Mirfield Sales Services Limited, Standon Chemicals limited, Atlas Crop Protection Limited and Whyte Agrochemical LTD. These manufacturers have promoted UK’s "CIPC Stewardship Action Plan 2008," which was created to monitor the application of CIPC and insure ~~Ireland~~it does not exceed the current EU MRL of 10mg/kg to enable the continued use of CIPC in the UK. Pimi expects significant competition from these manufacturers and distributors of CIPC.

AThe ~~pilot storage~~following ~~room of 350 tons related to Walkers Snacks ltd, a subsidiary of PepsiCo International, was treated by our~~ products ~~and technology for Frito–Lay chips~~, in ~~comparison~~which purport to substitute CIPC adjacent storage room. Management has been informed that the quality of the French fries was found satisfactory by PepsiCo Quality control and agronomist team. As of the filing date of this registration statement, ~~samples~~are ~~from~~in ~~the~~potential ~~storage~~competition ~~room~~with ~~arebeing tested, by an international laboratory for residues, prior to the approval of~~ our ~~products for industrial usage.~~SpuDefenderTM:

~~McCain Food~~· ~~Limited~~Greenvale, UK, launched the Ethylene gas solution that may control sprouts at low dosage. It has been used in some storage rooms in Europe. Pimi believes that Ethylene has some disadvantages: First, it requires relatively expensive equipment for its distribution and second, after releasing the potatoes from their storage room, it accelerates sprouting.

A· ~~pilot storage~~Certis, ~~room of 750 tons was treated by our products and technology to be utilized by McCain Food UK~~Belgium, ~~one~~launched of the ~~world~~Caraway ~~leader~~oil ~~producers of French fries also known to be McDonald's supplier~~extract. AsNevertheless, aPimi ~~consequence~~argues ofthat this ~~pilot~~substitute wecannot ~~have adjusted~~replace ~~our~~CIPC ~~storage~~because ~~protocol~~it inis ~~order~~not topalatable ~~avoid high humidity in the storage room. Pimi had agreed with the farmer to apply again our products~~ and ~~technology in~~it ~~the~~affects ~~same room in comparison to CIPC application in~~ the ~~adjacent~~fry ~~room, in the coming potatoes season~~colors.

~~Kraft Foods~~· Certis also manufactures clove oil. According to Pimi, clove oil has several disadvantages: First, it affects taste and aroma, and second, to the best of Pimi’s knowledge, its use was banned due to bad fry colors.

~~During the~~· ~~potato~~Other ~~season~~potentially ofcompeting ~~2008~~products weare: ~~installed~~1.4-Dimethylnaphthalene ~~a pilot storage room at Kraft Foods, Ukraine, one of the leading producers of chips in Eastern Europe~~ (~~see also "Customers and Partners")~~1.4-DMN) ~~Kraft is following the Scandinavian regulations~~ and ~~standards~~2,6-Disopropylnaphthalene, ~~limiting~~which ~~maximum~~are ~~supply~~synthetic ~~level~~hormones ofthat ~~CIPC~~replicate ~~at 25~~natural ~~grams~~hormones ~~per~~in ~~ton of~~ potatoes ~~per season. Management understands~~ that ~~Kraft~~induce ~~is seeking to replace CIPC as a sprout suppressor in order to improve the quality,~~ and ~~reduce~~prolong ~~losses~~their ~~caused by limitation in CIPC usage~~dormancy. ~~Based~~To on the ~~pilot~~best ~~rooms experience we have made some changes to our storage protocol to adjust it to the conditions~~ of ~~high~~Pimi’s ~~humidity~~knowledge, ~~outside~~combining ~~the~~these ~~storage~~hormones ~~room~~with ~~which~~CIPC ~~was~~can ~~caused~~effectively bycontrol ~~the cold~~sprouting. ~~weather~~Nonetheless, ~~conditions~~such asa ~~was~~combination ~~experienced~~has inno ~~Ukraine~~disinfection ~~this winter~~capability. ~~On the basis of this pilot~~Thus, ~~Kraft~~while ~~Food~~these ~~has~~products ~~decided~~exist toin ~~extend~~ the ~~pilot~~US ~~usage~~market ~~of SpuDefenderTM~~for inseveral ~~the coming~~years, ~~season~~they ~~(September~~have ~~2009)~~no significant presence.

~~Kraft~~· ~~has also~~There ~~decided~~are several other hydrogen peroxide products that allege to ~~initiate~~possess asubstantial ~~trial~~bacteriologic ~~with~~control ~~our~~abilities ~~SeedGuardTM~~that are similar to those of Pimi’s products. To the best of Pimi’s knowledge, all of these products are based on ~~Potato~~ ~~Seeds~~HP and Acetic & Peracetic acide. These compounds have been used in the ~~coming~~food ~~crop~~industry ~~season~~for ~~(September~~more ~~2009)~~the 60 years. While limited in scope, they were proved very effective as disinfectants. Nevertheless, applying them to fruits and vegetables is disadvantageous since they possess no long-term effect as disinfectants.

~~Branston Holdings~~Competition ~~Ltd.~~with our StorGuard™

~~Several varieties~~StorGuard™ ~~of table potatoes weighting 1,200 ton~~ is ~~treated~~used bymainly ~~our~~to ~~product~~increase shelf life and ~~technology,~~ ~~since~~storability ~~September~~of ~~2009~~crops, ~~for~~such ~~Branston~~as ~~Holdings LTD~~cabbage, ~~who~~broccoli ~~is a packager~~ and ~~supplier~~onions. ~~for~~As ~~Tesco~~of ~~UK.~~the ~~The~~date ~~observations~~of ~~are~~this ~~satisfactory~~prospectus and ~~Branston~~to ~~have~~Pimi’s ~~decided~~best toknowledge, ~~extend~~ the ~~test~~following tomethods ~~another~~are ~~storage~~alternative ~~room.~~methods for increasing storability:

~~Treatment of~~· ~~Cabbage~~Ozone ~~(for~~– ~~Marks~~using &Ozone ~~Spencer)~~is popular to prevent air pathogens in storage rooms. However, Pimi believes it may pose health risks because it exposes people to carcinogenic residues.

We· ~~are treating~~Chlorine-Dioxide ~~six~~– ~~storage~~a ~~rooms~~strong ofchlorination ~~cabbage~~detergent that aerosols the room with ~~our~~Chlorine. ~~products~~The onindustry 3dislikes ~~farming~~Chlorine ~~sites~~since in it may attach to the UKproduct’s surface and create a carcinogenic compound. ~~The~~Furthermore, ~~cabbage~~it has significant odor that may remain on the product during its shelf life. Moreover, Chlorine is ~~stored~~aggressive for ~~intended~~workers ~~industrial~~because ~~and~~its ~~retail~~residues ~~usage~~stay in the air. InRecently, ~~one of~~however, ~~these~~a ~~rooms~~vendor weproviding ~~also~~food ~~treat~~treatment ~~broccoli~~solutions ~~and~~has ~~cauliflower~~promoted ~~for~~the ~~retail~~use ~~supply~~of toChlorine ~~Marks &~~and ~~Spencer~~turned it into more common.

~~RWZ- Wilhelm~~Competition ~~Weuthen~~with our OnionGuard™

~~During the~~OnionGuard™ ~~2008~~is ~~potato season, we treated a pilot storage room of 1,500 tons related~~ intended to ~~Weuthen~~increase ~~with~~storability ~~SpudefenderTM~~of ~~(see "Customer and Partners")~~onions. ~~The~~As ~~potatoes treated in these pilot storage rooms were sent to processors~~ of ~~French fries, and we have been advised by~~ the ~~processors that~~date they have not found any quality difference between CIPC treated potatoes and potatoes treated with SpudDefenderTM. Based on the experience gained in these pilot storage rooms, we have changed our storage protocol in order to adjust it to the requirements of ~~external temperature~~this ~~control with cold air. We came to an oral agreement with Weuthen that in the coming potato season 2009~~prospectus, we ~~will~~are ~~extend~~unaware ~~the trial to 3-4 storage rooms~~ of ~~approximately 7,000~~any ~~tons~~competing ~~with 5-6 potatoes varieties, in order to test the storage protocol on major potatoes varieties which are consumed in Europe, prior to going out to the market with the SpuDefenderTM~~products.

~~Weuthen has~~Price ~~also decided to start a trial with SeedGuardTM on potato seeds in the coming crop season (September 2009) and has expressed intention to enter trail of our StoreGuardTM on other vegtables.~~Competition

~~Joint~~Pimi believes that both farmers and packaging ~~Venture~~houses will prefer Pimi’s solutions, which are residue free, or low residue, environmentally friendly solutions. Indeed, Pimi’s solutions comply with ~~Vegisafe~~the ~~LLC-~~current ~~USA~~trend to use environmentally friendly products instead of subsisting chemicals having high residue. These solutions also meet the demand of regulators to reduce the usage of high residue chemicals (such as CIPC). Since Pimi’s solutions have costs that are similar to those of current solution, the price of Pimi’s products will resemble the price of the alternative solutions.

AsRegulatory ofApproval ~~the filing date,~~ of ~~this registration statement, our Joint Venture partner -Vegisafe has contacted our Joint Venture with major retail chain stores in the US such as Wal-Mart, Target, A&P, - Waldbaum’~~Pimi's, ~~PathMark,~~Products Food Emporium, and HEB (one of the largest supermarket chain in Texas). These chain stores expressed interest in our products and technologies and in the idea of CIPC-free potatoes. These chain stores have connected us with their suppliers of table potatoes and French fries. Vegisafe also connected us with McDonalds, the world leader fast food chain, who has shown interest in the idea of CIPC free potatoes, and connected us with Lamb Western who is their supplier, to establish a trial in the coming season. Vegisafe also contacted Cavendish Farms from Canada who is also considering running a trial subject to regulatory approval in Canada. PepsiCo with its world leading label Frito-Lay is discussing with us the possibility of a pilot room next potatoes season.

The following description will relate to the countries in which the Company intends to sell its products:

~~Pimi’s SpuDefenderTM~~Table ~~installation~~of ~~at RWZ Weuthen, Germany, December 2008:~~Contents

Regulatory Process in the United States

Our products are regulated by both the EPA and the FDA. Indeed, the regulatory agency that governs any particular product depends on the claims that are made for that product. Accordingly, the EPA governs any of our products that claim microbial control on raw agricultural commodities, such as FreshProtect™. Similarly, the FDA governs any of our products that make cleaning claims on raw agricultural commodities, such as CitruWash™.

The EPA registration process is governed by the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”). Under Section 3 of FIFRA, the EPA registers or licenses pesticide products. The registration process requires registrants to submit a comprehensive prospectus including chemistry and safety data to enable the EPA to make a safety determination. On November 30, 2012, the EPA registered FreshProtect™ in accordance with the provisions of Section 3 of FIFRA. In addition to the requirement of federal registration of pesticides, all states in the U.S. require product registration pursuant to the applicable state laws. Accordingly, on May 29, 2013 we received certificate of registration for our FreshProtect™ from the Department of Pesticide Regulation (CDPR) of the State of California, which enable us to market and sell this product in California. Finally, the EPA along with Section 409 of the Federal Food, Drug and Cosmetic Act or (“FFDCA”) and the tolerance or tolerance exemption process set residue levels for pesticides that are applied to raw agricultural commodities. All of the ingredients contained in FreshProtect™ have the appropriate tolerance or tolerance exemption for residues that may result from the use of FreshProtect™.

All of the ingredients contained in cleansers products must be approved by the FFDCA for use on food commodities. In accordance with the legal opinion we have received, CitruWash™ is classified as a cleanser under the applicable US laws and regulations. Moreover, all of the ingredients contained in CitruWash™ comply with the requirements of the FFDCA. .

Under Sections 201(s) and 409 of the FFDCA, any substance that is intentionally added to food constitutes a food additive. Food additives are subject to pre-market review and approval by the FDA, unless they are generally recognized as safe under the conditions of their intended use among qualified experts, or unless their use is otherwise excluded from the definition of a food additive. The FDA established a notification procedure whereby any person may notify the FDA that a particular use of a substance is “GRAS" (Generally Recognized As Safe). After submitting such a notification and while the FDA is reviewing the notification, the substance identified as GRAS may be marketed even without informing the FDA.

To date, we have received the EPA’s approval for SpuDefender™. We also received the approval of the state of Wisconsin for the registration of this product. Thus, we may sell SpuDefender™ for commercial use in Wisconsin.

SweetGuard™ is used as a cleanser on post-harvest sweet potatoes. Therefore, SweetGuard™ is regulated under both the Toxic Substances Control Act (“TSCA”) and FFDCA. Under both of these statutes, the individual components or substances comprising a product must comply with the statutes’ provisions and implementing regulations.

Pimi Agro has evaluated the components of SweetGuard and concluded that they comply with the provisions of TSCA and FFDCA and their corresponding implementing regulations.

Regulatory Process in Israel

SpuDefender™ has been approved by the Israeli Plant Protection Authority for use on potatoes and sweet potatoes in Israel. To the best of Pimi’s knowledge, CitrusGuard™, SuperClean™ and SweetGuard™ do not require approval by the Israeli Plant Protection Authority under the applicable Israeli laws and regulations.

Regulatory Process in Europe

The European Commission in the European authority that regulates the approval of our products. To approve a product, the European Commission requires in its Plant Protection Products Directive 91/414 (the "EU Directive 91/414") a showing that the product is not toxic, that it has physical and chemical safety properties and that it is effective (i.e. it achieves the statement under its label). To submit our application ("Dossier"), we have engaged Redebel S.A from Brussels, Belgium ("Redebel"), who specializes in such processes.

We have been advised by Redebel that in order to register our products (mainly FreshProtect™ and SpuDefender™) in Europe, the European Commission must approve the complete Dossier for inclusion of Hydrogen Peroxide according to "Annex I" of the EU Directive 91/414 ("Annex I Listing"). This Dossier must include documentation and information concerning the active ingredient (in our case - Hydrogen Peroxide). The important elements of such documentation include the toxicological and eco-toxicological profile of the molecule, as well as the eventual dangers and hazards that involve human exposition. Furthermore, an example of use of this substance in a “formulated” product must also be presented. Finally, the most important element of this part is a demonstration of efficacy – that is proof that the product complies with what is declared on its label.

The normal procedure for efficacy testing lasts approximately two years. In light of this long regulatory process, we have decided to focus on sales in the US and other territories outside the EU, before filing for approval in the EU. Therefore, the regulatory process of approving our products in the EU is currently postponed.

We are currently examining whether SuperClean™ and/or CitruWash™ (which are cleansers) require registration in EU.

As of the date hereof, there are no additional pending regulatory processes the Company is involved in.

~~The Market~~Table of Contents

InBusiness order to facilitate the supply of fruits and vegetables year round, a significant share of fresh produce is put into special long-term storage houses, and is packed and distributed upon request of food chains and processors. However, unless produce is stored in controlled conditions and is properly treated, it will rapidly deteriorate and become inedible. Deterioration of fruits and vegetables during storage depends largely on temperature. One way to slow down this change, and thereby increase the length of time fruits and vegetables can be stored, is by lowering the temperature to an appropriate level. However, it should be noted that fruits and vegetables can suffer a reduction in quality in lower temperatures. Moreover, humidity also plays a major factor in helping keep crops from withering, while not over saturating them with humidity.Strategy

~~Storage~~Pimi’s solutions comply with market ~~Conditions~~trends related to increasing freshness while reducing residue pesticides in consumed goods. Accordingly, Pimi has adopted the following strategy to introduce its solutions:

~~The~~After ~~main~~presenting its solutions to market ~~factors~~leaders, ~~that~~they ~~affect~~later ~~storage~~usually ~~are:~~introduce Pimi to their suppliers and allow Pimi to present them with its solutions. Subsequently, Pimi usually runs Beta site trials and commercial trials with these suppliers. Concurrently, Pimi applies to the authorized regulator in order to approve the product. After such approval is obtained, Pimi begins selling its product to these suppliers.

~~Temperature:~~Based ~~All~~on ~~fruits~~this ~~and vegetables have a 'critical temperature' range~~strategy, ~~above~~we ~~which~~have ~~they~~established our ~~begin~~Joint toVenture ~~ripe and~~with VegiSafe ~~then rot~~LLC, ~~and~~whose parent ~~below~~company ~~which~~- ~~undesirable~~Earthbound ~~and~~LLC - ~~irreversible~~is ~~'chill~~engaged ~~damage'~~in ~~takes place. Carrots,~~consulting ~~for~~to ~~example,~~mass ~~blacken~~market retail companies and ~~become~~major ~~soft,~~supermarket ~~and~~chains ~~potatoes~~in ~~suffer from~~North ~~cell de-structuring~~America. ~~Potatoes~~Our ~~for~~Joint ~~example~~Venture ~~are~~contacted ~~typically~~major ~~stored~~citrus’ ~~at temperatures~~packagers ~~between~~in ~~2-4º~~U.S. See C“Customers ~~for table potatoes,~~ and ~~8-12 º C for processed potatoes~~Partners.”

~~Relative~~We plan to sell Pimi’s products ~~humidity:~~to ~~For~~farmers ~~most~~and ~~produce~~growers with large storage houses, aas ~~high~~well ~~but~~as ~~not~~to ~~saturated~~storage providers and packaging companies. Initially, ~~relative~~we ~~humidity~~intend to issell our products through local distributors or post-harvest service providers who serve this market. Once we establish ~~required~~a foothold in the market, we will attempt to establish strategic relations with several large distributors (e.g. 85 large post-harvest services ~~95%~~providers) who already have a regional distribution network. This ~~can~~will enable us to rapidly increase our global market share and coverage, without investing in building a global distribution network. At this stage, based on this model, we will furnish the know-how of our technology to these strategic partners, who will be ~~achieved~~responsible byfor ~~sprinkling~~ordering the product from our OEM ~~produce~~manufacturers. This will enable us to focus on developing additional products. The distributors will also be in charge of marketing our products. Furthermore, they will be obligated to minimum sales. We intend to support our distributors with ~~water~~professional ~~vapor~~advice, technical support, research and tests results, and provide them with professional publications related to our products. We will also provide market education to our distributors and educate them regarding the regulation of our products.

~~Ventilation:~~Pimi’s ~~Adequate~~distributors ~~and~~will purchase ~~unrestricted~~the ~~air~~products ~~movement~~from isPimi, ~~also~~and ~~necessary~~Pimi will deliver it to ~~maintain~~the ~~constant~~customers ~~temperature~~through ~~and~~its OEM producers. The distributors will be trained ~~humidity~~by ~~throughout~~Pimi’s ~~the~~technical ~~storage~~team ~~pile~~and will be responsible for recommending, training, and perhaps also for ~~removal~~designing ofand ~~Ethylene~~installing the required systems that distribute the products in storehouses and ~~CO2~~packaging ~~from~~lines. For customers who do not have the required ~~crop~~systems, ~~which~~Pimi ~~prevents~~and ~~stress~~its distributors will either sell the system for a cost to be determined or alternatively, ~~dehydration~~include ~~loss~~it ~~and~~in ~~decay~~a minimum order of goods.

Sprout Inhibition: vegetables such as potatoes and onions are susceptible to sprouting while in storage. Sprouting causes weight loss and high sugar level which in turn reduces the quality of fresh produce, affects the color of fried potatoes and can lead to more diseases and rotting. As such the potato processing industry rejects these potatoes.PROPERTIES

~~Shelf Life~~Executive Offices

The ~~shelf life~~Company ofand ~~stored~~its subsidiary ~~crops~~currently ~~can~~lease ~~lose~~office upspace toat ~~50%~~Kibbutz ofAlonim. ~~their~~The ~~quality~~Company ifcurrently ~~improperly stored. By~~pays ~~using~~monthly ~~our~~rent ~~products~~of ~~and~~$1,000 ~~technologies~~(3,700 ~~management~~NIS) ~~believes~~plus ~~that~~VAT ~~the~~per ~~shelf~~month ~~life~~pursuant ofto ~~stored~~a ~~crops~~12 ~~can~~month belease ~~gained.~~started ~~Realistically~~Jan 1, ~~post-harvest losses~~2013 ofuntil ~~fresh~~December ~~produce~~31, ~~averages~~2013. ~~approximately~~We ~~12-15%~~do innot ~~developed~~currently ~~countries~~own ~~and~~investments ~~between 25%-50%~~ in ~~developing~~real ~~countries~~estate, ~~(see~~real ~~http://www.postharvestindia.com, see~~estate ~~Post~~mortgages ~~harvest~~or ~~Handling~~securities of ~~Fresh~~persons ~~Vegetables~~primarily ~~edited~~engaged byin ~~Tina~~real ~~O'Hare~~estate activities, ~~published~~nor do we expect ~~2001~~to atdo ~~ACIAR,~~so ~~and~~in ~~see~~the ~~Kader~~foreseeable future. We have not determined at ~~Acta~~this ~~Horticular~~time to have any executive officer in the United States. We ~~682,~~may ~~ISHS2005)~~leave sales office space in the United States.

~~Size~~ Table of ~~the Potato Market~~Contents

~~Following is~~LEGAL ~~a table of world potato production in tons (annually):~~PROCEEDINGS

~~World~~From ~~potato~~time ~~production~~to time, we may be a defendant ~~1991-2007~~and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities that could affect our operations. Should any liabilities be incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, management does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

	1991	1993		1995	1997	1999		2001		2003		2005		2007
Countries	million tons
Developed	183.13	199.31	177.47		174.63	165.93	166.93		160.97		159.97		159.89
Developing	84.86	101.95	108.50		128.72	135.15	145.92		152.11		160.01		165.41
WORLD	267.99	301.26	285.97		303.35	301.08	312.85		313.08		319.98		325.30
Source: The United Nation Food and Agriculture Organization Statistics ("FAOSTAT") at: http://faostat.fao.org

Pimi Israel has recently opposed an application for a patent, filed by a third party with the Israeli Patent Authority which might interfere with the use of our products used in certain temperatures. In its opposition Pimi Israel argues that the patent application lacks novelty and is devoid of inventive step, as well as inequitable conduct from the third party’s side while hindering prior art from the IPA examiners. Recently, the third party has requested to amend its applications, and the parties are in discussions regarding the procedures and proceedings applicable thereto. .To the Company’s best knowledge (i) the same US application for a patent, has been declined twice by the US Patent Office and (ii) patent offices in France and Turkey have granted patents to the third party, prior to submission of the opposition in Israel.

According to the UN Food and Agriculture Organization ("FAO" see http://www.potato2008.org/en/world/index.html) the world potato sector is undergoing major changes. Until the early 1990s, most potatoes were grown and consumed in Europe, North America and countries of the former Soviet Union. Since then, there has been a dramatic increase in potato production and demand in Asia, Africa and Latin America, where output rose from less than 30 million tons in the early 1960s to more than 165 million tons in 2007. FAO data show that in 2005, for the first time, the developing world's potato production exceeded that of the developed world. China is now the biggest potato producer, and almost a third of all potatoes is harvested in China and India.

Top Potato Producers for 2007

Picture

Name of Country		Quantity (tonnes)
1.	China	72,040,000
2.	Russian Fed.	36,784,200
3.	India	26,280,000
4.	United States	20,373,267
5.	Ukraine	19,102,300
6.	Poland	11,791,072
7.	Germany	11,643,769
8.	Belarus	8,743,976
9.	Netherlands	7,200,000
10.	France	6,271,000
Source: FAOSTAT

Potato production, by regions, in 2007:

	Harvested area	Quantity	Yield
	hectares	tones	tons/hectare
Africa	1,541,498	16,706,573	10.8
Asia/Oceania	8,732,961	137,343,664	15.7
Europe	7,473,628	130,223,960	17.4
Latin America	963,766	15,682,943	16.3
North America	615,878	25,345,305	41.2
WORLD	19,327,731	325,302,445	16.8
Source: FAOSTAT

Asia and Europe are the world's major potato producing regions, accounting for more than 80 percent of world production in 2007. While harvests in Africa and Latin America were far smaller, production was at or near record levels. North America was the clear leader in yields, at more than 40 tones per hectare

Other Vegetables and Fruits

Pimi has completed successful tests of its solution on all fruits and vegetables that are listed in the tables below. During 2009-10, Pimi is planning to complete large scale testing and begin sales of StoreGuardTM for treating onions and carrots. The following table presents the total addressable market for Pimi StoreGuardTM for the years 2009-10:

~~The following~~Table ~~table~~of ~~presents the total addressable market for Pimi for the years 2009-10:~~Contents

Vegetable	Produce per annum (billion pounds) ¹	Produce per annum (million tons) ²	Storage per annum (million tons) ³
Potatoes	702	319	213
Cabbage & other brassicas	150	68	45
Sweet Potato	276	125	84
Onions	139	63	42
Carrots	58	26	18
Total:	1325	602	402

MANAGEMENT, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

¹Shareholder ~~Source: FAOSTAT database (08/2008).~~Agreement

²Our ~~One~~shareholders, ~~million~~Alon ~~cwt~~Carmel =("Carmel"), Omdan ~~100~~Consulting and Instructing Ltd. (a company under the control of Advocate Eitan Shmueli and his wife Mrs. Vivy Shmueli) ("Omdan"), ~~million~~Nir ~~pounds~~Ecology =Ltd. 45(a company controlled by Mr.45 ~~million~~Nimrod ~~tons~~Ben Yehuda, our CTO), Ashdor Asset Management and Trust Ltd. (that held the shares in trust for Nir)) ("Nir") (collectively the "Shareholders"), entered into an agreement on February 24, 2009 (the "Shareholders Agreement"). Under the Shareholders Agreement, the shareholders have agreed to vote their shares in the annual general meeting of the shareholders. Omdan and Nir will vote for 2 directors that will be proposed by Carmel. Carmel and Nir will vote for one director who will be proposed by Omdan. Carmel and Omdan will vote for one director who will be proposed by Nir. The parties agreed that in the case that Carmel holds less than 15% but more than 7.5% of Pimi's outstanding share capital, Omdan and Nir shall vote for only one director who will be proposed by Carmel. In case that the holdings of any party are less than 7.5% of Pimi's outstanding share capital, other two parties will not be obligated to vote for the director proposed by such party. In case that the number of directors appointed by the parties is more than four directors, the parties will appoint an even number of directors. In case that six directors are to be appointed, Carmel will propose the fifth director and Omdan and Nir will vote for him, Nir will propose the sixth director and Carmel and Omdan will vote for him. In case that eight directors are to be appointed, Carmel will propose the seventh director and Omdan and Nir will vote for him. Omdan will propose the eighth director and Carmel and Nir will vote for him. In case there is no unanimous consent between the shareholders in regard to the identity of an external director, the shareholders will vote against the appointment of such external director at any general meeting such a director is presented for approval. In an addendum to the Shareholders Agreement dated April 23, 2009, Nir and Omdan agreed that in case of liquidation of the Company or a sale of the majority of its shares to an investor (collectively, the “Sale”) under which Carmel will receive consideration of less than $965,000, they will pay Carmel the balance up to $965,000, out of the sum they have received under the Sale

³Relationship ~~Assume~~with ~~67% of production is for storage (i.e. none fresh).~~Shareholders

~~The~~On July 12, 2004 Nir and Machteshim Chemical ~~following~~Works ~~table~~Ltd. ~~presents~~("Machteshim") entered into an agreement (the ~~additional~~"Assignment ~~addressable~~Agreement"), ~~markets~~under ~~for~~which Machteshim transferred to Pimi Israel all of its rights in the know-how and/or information relating to the product known as MC-10, which is the previous name of the Pimi Israel's product SpuDefender™ (the "Product"). In addition, Machteshim assigned to Pimi Israel all the rights in the patents and/or patent applications and/or licenses and/or documents related to the Product. Under the Assignment Agreement, Machteshim undertook to register, at its own expense, all of the rights in the patent and/or patent application relating to the Product in the countries indicated in an appendix to the Assignment Agreement. If Machteshim does not register the patents, it will transfer all the required documents to Nir, or to any party on its behalf, and Nir, or any party on its behalf, shall carry out the registration. Under an agreement dated November 11, 2005 between Nir and Pimi Israel, Nir declared and confirmed that the know-how and patents and patent applications and/or licenses relating to the Product, which were assigned to Pimi Israel by Machteshim under the Assignment Agreement (collectively, the "Intellectual Property"), belong exclusively to Pimi Israel, except for the right of use of the Intellectual Property for water treatment applications, which was granted irrevocably ~~2010~~and exclusively on a world-~~11:~~wide basis to Nir or to its controlling shareholders (or any company in which Nir is controlling shareholder or have an interest). Nir undertook to sign all necessary documents for the completion of the assignment of the Intellectual Property to Pimi Israel.

Additional Fruits & Vegetables	Produce per annum (billion pounds) ¹	Produce per annum (million tons)	Storage per annum (million tons) ²
Cauliflower & broccoli	39	18	12
Garlic	33	15	10
Peppers & chilies	57
Eggplants	71	32	21
Tomatoes	279	127	84
Mushrooms & truffles	12
Asparagus	15	7	5
Citrus: Oranges, lemons, others	193
Kiwi	3	1	1
Avocado	7
Mango & guava	70	32	21
Bananas	170

Nir managed Pimi Israel's patents during the years 2006-2009 and incurred expenses in connection to his services. In 2008, Pimi Israel agreed to pay to Nir for these services and in reimbursement of the expenses incurred by it a sum of NIS 100,000 (US$ 26,490).

Nir is the Israeli agent of a supplier of one of the raw materials utilized by Pimi Israel in the formulation of its products. During the development stage of its formulation, Pimi Israel imported to Israel the raw materials in order to formulate its products. Under an agreement dated November 11, 2005, Pimi Israel purchased from Nir such raw materials at cost price plus a 10% handling commission. Under this agreement, Pimi Israel paid to Nir as a consideration for importing the materials and as handling commission, an amount of 150,343 NIS ($41,971) and 31,167 NIS (US$ 8,095) for the years 2011 and 2012 respectively.

On December 30, 2010 the Company issued to Nir 34,013 shares of Common Stock, for the sum of $20,408 ($0.6 per share of Common Stock), which was paid by Nir.

On August 2010, Pimi entered into an agreement with Carmel, the Chairman of its Board and one of Pimi’s major shareholders, pursuant to which Carmel (or a company under his control) will receive $3,000 per month in consideration for services rendered in his capacity as the Chairman of the Board. On December 30, 2010, Pimi issued to Carmel 25,000 shares of Common Stock, for the sum of $15,000 ($0.6 per share of Common Stock), which was paid by Carmel.

Mr. Eitan Shmueli (the controlling shareholder of Omdan) and Mr. Nimrod Ben Yehuda have personally guaranteed to Bank Hapoalim a line of credit of 60,000NIS ($15,703) that were granted to Pimi Israel.

Our Board of Directors has determined that each of our agreements and relationships with our shareholders described herein is fair to all of our shareholders.

~~Total Addressable~~Table ~~Market~~of Contents

~~The Company’s~~Legal management estimates the total available market for the Company’s products relating to table potatoes, processed potatoes (SpuDefenderTM) and potatoes seed (SeedGuardTM) to be around USD 2 billion. This estimation is based on a forecast of the selling prices for our products, which has not been verified yet, and on the above statistics of the FAO, relating to the world market for our products.Services

~~The~~Eitan, Mehulal & Sadot Advocates and ~~Addressable~~Patent ~~Market~~Attorneys toLaw ~~our~~offices ~~Products~~(“EMS”), in which Mr. Eitan Shmueli (a controlling shareholder of Omdan, one of our shareholders) is ~~divided~~a aspartner, has a retainer and other consulting agreements with Pimi. As of November 2011, we agreed on reduction of fifty percent (50%) of EMS monthly fee for a period of two (2) upcoming months. Pimi paid to EMS total legal fees of 198,260 NIS ($51,496) and 155,599 NIS ($43,438) in the ~~following~~years 2012 and 2011, respectively. For the nine month ending September 30, 2013 Pimi obligated to ~~table:~~pay EMS total legal fees of 107,120 NIS ($29,439) and have actually paid 8,875 NIS ($2,439) thereof.

Region	Potatoes Quantity in Million Tons	Sales potential SuDefenderTM Million USD		Sales potential SeedGuardTM Millon USD
		Table	Processed	Seeds
Europe	130	186	175	557
Asia/Oceania	137	241	105	587
North America	25	28	48	107
Latin America	16	28	12	69
Africa	17	30	13	73
		513	354
Total Available Market	325	867		1393

On December 30, 2010, the Company issued 70,000 shares of its Common Stock to Ashdor Assets Managements and Trusts Ltd. (a trust company under the control of Mr. Eitan Shmueli who is one of the major shareholders of our company through Omdan Consulting and Instructing Ltd.), which holds the shares in trust for four EMS attorneys, including Mr. Shmueli (who purchased 50,771 shares), in total sum of $42,000 ($0.6 per share of the Company’s Common Stock).

~~The market~~Legal ~~for~~Proceedings, ~~the~~Cease ~~company~~Trade ~~StoreGuardTM~~Orders isand ~~estimated by 540 Million per year as described herein:~~Bankruptcy

Region	Other Vegtables Quantity in Million Tons	Sales potential StoreGuardTM Million USD
	Estimated by regions
Europe	60	180
Asia/Oceania	20	60
North America	60	180
Latin America	20	60
Africa	20	60
Total Available Market	180	540

As of the date of this prospectus, no director or executive officer and no shareholder holding more than 5% of any class of our voting securities, or any associate of any such director, officer or shareholder is a party adverse to us or to any of our subsidiaries or has an interest adverse to us or to any of our subsidiaries.

No director or executive officer of our company is, as of the date of this prospectus, or was within 10 years before the date of this prospectus, a director, chief executive officer or chief financial officer of any company (including us), that:

(a)

was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b)

was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No director or executive officer of our company, and no shareholder holding a sufficient number of securities of our company to be able to materially affect the control of our company:

(a)

is, as of the date of this prospectus, or has been within the 10 years before the date of this prospectus, a director or executive officer of any company (including us) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b)

has, within 10 years before the date of this prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder;

(c)

has, within 10 years before the date of this prospectus, been the subject of, or a party to, any U.S. federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any U.S. federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

~~The Potato~~Table ~~Industry~~of Contents

~~Potato Season~~(d) ~~Timeline~~has, within 10 years before the date of this prospectus, been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) (15 U.S.C.78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~The~~No director or executive officer of our ~~following~~company, ~~chart~~and ~~describes~~no ~~the~~shareholder ~~potato~~holding ~~harvest~~a sufficient number of our securities to ~~storage~~be ~~cycle~~able into materially affect the ~~Northern~~control of our company ~~Hemisphere~~has been subject to:

~~Value Chain~~(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

~~The potato~~(b) ~~industry~~any ~~can~~other penalties or sanctions imposed by a court or regulatory body that would likely be ~~roughly~~considered ~~divided~~important ~~into~~to ~~two~~a ~~major~~reasonable ~~segments:~~investor in making an investment decision.

· Table (consumed) potatoes.

· Processed potato food products.

Following is a diagram depicting the value chain in the two segments of the potato industry.

All of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Pimi or executive officers of Pimi, and transfer was restricted by Pimi in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.

The processed potatoes are used for French Fries and Chips. The world wide market for such products is dominated by large multinational companies such as McCain, Lamb Western, PepsiCo with the label Frit-o-lays.

~~The Need;~~Table ~~Diminishing Use~~ of ~~CIPC and Extending Shelf Life~~Contents

~~Potatoes by~~EXECUTIVE nature will have a dormancy period after harvesting of 2-3 months (depends in the variety). After this period the potatoes will starts sprouting. Effective sprout control is a major component of managing stored potato quality. If proper sprout control is not maintained, significant reduction to tuber quality will occur, and the ability to store the product for extended periods of time is diminished. Sprouting causes high yield loss and low quality produce for consumers and for processing. Sprouting is also associated with the conversion of starch to sugars, which is undesirable in the processing industry, due to the darkening effect of fried products. In the table potato industry, visible sprouts on potatoes are unacceptable to consumers.COMPENSATION

~~Currently, the~~Employment primary method to control sprouting in storage is with post harvest applications of is isopropyl N-(3-chlorophenyl) carbamate ("Chlorpropham" or "CIPC"). CIPC inhibits sprout development by interfering with cell division, thereby causing a hormonal affect on the potatoes.CIPC is an effective sprout inhibitor although factors such as storage conditions, application technology, and cultivar can impact that effectiveness. CIPC penetrates into the potatoes, and it active mode is under the potato skin (systemic activity). For the toxic effects of CIPC, see: http://pmep.cce.cornell.edu/profiles/extoxnet/carbaryl-dicrotophos/chlorpropham-ext.html.Agreements

~~CICP~~Ami ~~a high~~Sivan ~~stable~~– chemical compound therefore it has high residue where ever it is applied. Today CIPC is applied in storage room as well as in packing house before distribution to retailers, therefore its residues can be found on the wall and floors of storage houses, on the processing lines, in water used for washing the potatoes and also in livestock which are fed with the potatoes peel.CEO

~~CIPC~~On is May 23, 2012 (the ~~most~~“Effective Date”) ~~commonly~~the ~~used~~Company ~~post-harvest~~entered ~~sprout~~into ~~inhibitor~~an inEmployment Agreement (the ~~United~~“Agreement”) ~~States~~with ~~and Europe~~Mr. ~~However~~Ami Sivan, indated ~~August~~May ~~1996~~15, 2012, apursuant ~~federal~~to ~~registration~~which ~~eligibility~~Mr. ~~decision (RED)~~Sivan ~~for~~shall ~~CIPC~~serve ~~was~~as ~~issued~~CEO byof the ~~EPA~~Company. ~~for~~Pursuant to the ~~continued~~Agreement, ~~use~~Mr. ofSivan ~~this~~shall ~~chemical~~designate eighty ~~sprout~~percent ~~inhibitor~~ of ~~harvested~~his ~~potatoes~~time intowards ~~storage.~~the ~~This~~business ~~decision~~and ~~allowed~~affairs ~~for~~of ~~a residue~~the ~~tolerance~~Company ofand ~~50ppm~~its ~~for~~subsidiary. ~~fresh~~For ~~potatoes~~each ~~entering~~of the ~~market~~six ~~place.~~months ~~Later in~~following ~~1996,~~ the Effective ~~Food~~Date ~~Quality Protection Act~~ (the ~~Act~~“Initial Period”) ~~required~~Mr. ~~reassessment~~Sivan ofshall ~~all chemical~~be ~~registered~~paid ona ormonthly ~~before~~gross ~~the~~salary ~~date~~ of ~~the~~twenty ~~act~~five ~~and~~thousand ~~CIPC among them~~(25,000) NIS. ~~A mandate issued~~Thereafter, inMr. ~~2002,~~Sivan byshall ~~the~~be ~~Environmental~~paid ~~Protection~~a ~~Agency,~~monthly ~~from~~gross ~~the requirements~~salary of ~~the~~27,500 ~~Act~~NIS. ~~resulted~~In inaddition, aMr. ~~significant~~Sivan ~~reduction~~shall inbe ~~allowable~~reimbursed ~~CIPC~~for ~~residue~~certain ~~("Pesticide~~ongoing ~~Tolerance")~~professional onexpenses. ~~fresh~~Furthermore, ~~potatoes~~the inCompany shall contribute the ~~United~~following ~~States~~monthly ~~from 50ppm~~amounts: to(i) ~~30ppm~~5% ~~per~~of kgMr. Sivan Insalary ~~2006~~on ~~the~~account ~~EPA~~of ~~has~~pension ~~issued~~payments; ~~regulations~~(ii) ~~limiting~~8 ~~the residues~~1/3% onof ~~wet~~Mr. ~~peel~~Sivan’s ~~potatoes~~salary ~~(which~~on ~~are~~account ~~used~~of ~~for~~severance ~~feeding~~compensation; ~~live stock~~and (iii) up to 402.5% ~~ppm per~~of kgMr. ~~(See~~Sivan’s ~~http://www.epa.gov/,~~salary ~~and~~towards ~~"Klienkopf, Gale~~disability ~~"Sprout~~insurance. ~~inhibition~~The inCompany ~~storage,~~shall ~~Current~~also ~~Status,~~pay ~~new~~a ~~Chemistry~~monthly ~~and~~amount ~~natural~~equal to ~~Compounds"~~7.5% ~~American~~of ~~Journal~~Mr. ofSivan ~~Potato~~salary ~~Research,~~toward ~~June~~a ~~2003),~~further education fund.

~~While~~In ~~EPA establishes~~September ~~the~~2012 ~~pesticide~~we ~~tolerances~~agreed itwith isMr. ~~the US Food and Drug Administration~~Sivan ~~that~~on ~~enforces~~reduction ~~the~~of ~~maximum~~$2,500 ~~level.~~of ~~FDA~~his ~~routinely~~monthly ~~samples food and analyzes pesticide residues~~salary. IfIn ~~residues~~2012 ~~exceed~~Pimi ~~permissible~~has ~~levels~~paid ~~then FDA will investigate~~Mr. IfSivan ~~circumstances~~the ~~warrant~~total ~~then~~sum ~~FDA~~of ~~may~~245,194 ~~take~~NIS ~~legal~~($63,687), ~~action against~~pursuant ~~those~~to ~~responsible~~his ~~for~~employment ~~illegal food residues which could be grower or pesticide manufacturer~~agreement. ~~For more information on this, see: http://www.fda.gov/bbs/topics/ANSWERS/ANS00643.html.~~

In ~~Europe,~~ ~~the~~addition ~~European~~under ~~Commission~~the ~~Directive~~2009 ~~(149/2008~~Share ofIncentive Plan ~~January~~Mr. ~~29,~~Sivan ~~2008)~~is ~~limits and~~entitled ~~sets~~to ~~MRL~~280,000 ofoptions ~~10ppm~~for ~~per~~280,000 kgshares ~~after use~~ of ~~CIPC. In~~the ~~official~~Company’s ~~surveys~~common ~~done by the EU~~stock, ~~CIPC belonged~~ to ~~the~~be ~~most~~vested ~~frequently~~to ~~detected~~him ~~pesticide~~in ~~which~~three ~~significantly~~years, ~~exceeds~~on ~~the~~each ~~MRL.~~anniversary ~~Indicative~~of ~~exposure~~commencement ~~assessment~~of ~~for~~his ~~acute~~employment ~~risk revealed~~with ~~that~~ the ~~intake~~Company; of93,333 ~~Clorpropham~~options ~~exceeds~~annually. ~~the~~The ~~Acute~~exercise ~~Reference~~price ~~Dose (0.5~~per ~~mg/kg)~~each ~~for~~common ~~children~~stock inshare 3is ~~samples (see: http://www~~$0.~~uni-mannheim~~80.~~de/edz/pdf/sek/2007/sek-2007-1411-1-en.pdf ).~~

The ~~UK Pesticide~~foregoing ~~Safety~~description ~~Directorate~~of ~~has~~the ~~indicated~~Mr. ~~that~~Sivan’s employment ~~CIPC~~agreement ~~might~~is bequalified ~~candidate~~in ~~for substitution,~~its ~~because~~entirety ofby ~~its~~reference ~~persistence,~~to ~~bio-concentration~~copy ~~ability~~thereof included as Exhibits 10.1 and~~/or~~ ~~its~~10.2 to our Form ~~high~~8-K ~~toxicity.~~filed ~~(See~~with ~~PSD,~~the ~~May~~SEC ~~2008.~~on p.May 3130, ~~ff:~~2012.

~~http://www.pesticides.gov.uk/uploadedfiles/Web_Assets/PSD/Impact_report_final_(May_2008).pdf~~Nimrod Ben Yehuda - CTO

~~Following~~According to an agreement dated November ~~evidence~~13, ~~suggesting~~2005, ~~that~~as ~~residues~~amended on November 16, 2006, and of ~~CIPC~~April ~~can~~28, be2009, ~~found~~Mr. ~~above~~Ben ~~the~~Yehuda ~~MRL~~has ofbeen 10appointed as Pimi's CTO. Mr. Ben Yehuda ~~mg/kg~~is entitled to a monthly gross salary of 25,000 NIS ($6,543), plus benefits such as executive insurance, education fund at the rate UKof ~~authorities~~10% ~~has~~(7.5% ~~adopted~~contribution by us), inand ~~February~~disability ~~2008~~insurance. Furthermore, Mr. Ben Yehuda is entitled to a ~~new~~credit ~~regulation~~card ~~under~~for ~~the~~approved ~~Pesticide~~expenses, ~~Regulations~~including ~~1986~~traveling expenses, a fully paid rental car (SIincluding ~~1986/1510~~taxes assessed for private use), ~~under~~and a mobile phone which will be fully covered by the ~~product~~Company. ~~labels~~Mr. ~~of CIPC~~Ben ~~must~~Yehuda bedevotes ~~amended~~approximately 180 hours a month in ~~order~~connection towith ~~include~~his full-time aemployment ~~warning~~with ~~saying~~the ~~that~~Company, ifand devotes 100% of his working time to the ~~total~~business ~~dose~~and affairs of the Company. On August ~~applied~~2010 iswe ~~greater~~agreed ~~than~~with ~~36g~~Mr. ~~CIPC~~Ben Yehuda that his gross salary will be reduced to 15,000 NIS ($3,927) per ~~ton~~month until additional funds will be raised. On February 2011, ~~then~~we ~~treated~~agreed ~~potatoes~~with ~~must~~Mr. ~~only~~Ben Yehuda that his salary will be set again to 25,000 NIS ($6,543) per month. ~~used~~In November 2011 we agreed on reduction of fifty percent (50%) percent of Mr. Ben Yehuda's salary for ~~commercial~~a ~~processing~~period of two (2) upcoming months. ~~Additionally~~Between ~~the~~January ~~industry~~1st inand ~~the~~August UK31st, ~~has~~2012 Mr. Ben Yehuda's monthly gross salary was 25,000 NIS. ~~recommended~~In ~~that~~September ~~maximum~~2012 ~~quantity~~we agreed with Mr. Ben Yehuda on reduction of ~~CIPC~~10,000 ~~applied~~NIS ~~for~~of ~~Processed~~his ~~Potatoes~~monthly ~~should not~~salary. ~~exceed~~Pimi 63has paid Mr.~~75g~~ Ben Yehuda the total sum of ~~Clorpropham~~415,358 ~~per~~NIS ~~ton~~($107,885) and 458,228 NIS (~~See~~$127,922) ~~”CIPC~~in ~~Stewardship~~2012 ~~Action~~and ~~Plan" at:~~2011, respectively.

~~http://www~~The foregoing descriptions of Mr.~~certiseurope~~ Ben Yehuda’s employment agreement and amending agreements are qualified in their entirety by reference to the copies of such documents which are included as Exhibits 10.co3, 10.~~uk/binarydata~~4 and 10.~~aspx?type=doc~~5 incorporated by reference to our Form S-1/~~CIPC%20Action%20Plan%202008%20release~~A filed with the SEC on July 2, 2009.~~pdf).~~

InAvi ~~Europe each~~Lifshitz ~~Member~~- State has its own enforcement authority (such as the AFSCA in Belgium, the AFSSA in France and the PSD in the UK) that is authorized to check up the stored crops and to reject crops which exceeds the MRL Those authorities usually initiate legal actions against farmers and suppliers who violates the law.CFO

Pimi has entered into a Personal Service Agreement in November 2008 with accountant Mr. Avi Lifshitz and Ad wise Ltd., a company under the control of Mr. Lifshitz ("Ad wise"), under which Ad Wise and Mr. Lifshitz are entitled together to a total consideration of 10,000 NIS ($2,617) plus VAT per month as from October 2008, and to additional 1,667 NIS ($436) per month, commencing July 1, 2009. Unless Pimi raises capital from an external investors in a sum exceeding $1,000,000, Pimi shall pay Mr. Lifshitz and Ad wise, on behalf of the consideration, a monthly sum of 5,000 NIS ($1,309) plus VAT, and the balance of the consideration shall accrue for the benefit of Mr. Lifshitz and Ad wise and shall be paid to them following the aforesaid raising of capital. The consideration to Mr. Lifshitz is paid as salary and the consideration to Ad wise is paid against VAT receipt. In ~~Sweden~~November 2011 we agreed on reduction of fifty percent ~~CIPC~~(50%) ~~has~~of ~~been~~Mr. ~~banned~~Lifshitz's monthly compensation for ~~use~~a ~~since~~period ~~2005~~of two (2) upcoming months. The consideration covers taxes, national insurance, pension fund and/or any other social insurance and/or benefits, car maintenance and cellular phone expense. In September 2012 we agreed with Mr. Lifshitz and Ad wise on reduction of 10,000 NIS of their monthly consideration. Pimi expenses under this Personal Service Agreement amounted to the total sum of 118,788 NIS ($30,854) and 116,341 ($32,478) in 2012 and 2011, respectively. Mr. Lifshitz's works approximately 36 hours a month in connection with the business and affairs of the Company and his position is considered to be part-time. Mr. Lifshitz devotes approximately 20% of his working time to the business of the Company.

In addition, ~~organic~~under ~~food~~the ~~and~~2009 ~~organic~~Share ~~agriculture is rapidly gaining momentum and~~Incentive isPlan ~~advocating~~Mr. ~~chemical~~Lifshitz ~~and~~was ~~residue-free~~entitled ~~use from produce~~ to 62,355 ~~storage~~options ~~and maintenance.~~for ~~The~~62,355 ~~Organic~~shares ~~Materials~~of ~~Review Institute in~~ the ~~United~~Company’s ~~States~~common ~~(OMRI) is~~stock ~~a national nonprofit organization that determines~~ which ~~input~~were ~~products are~~vested ~~allowed~~to ~~for~~him ~~use~~ in ~~organic~~16 ~~production~~quarters ~~and~~commencing ~~processing.~~as ~~OMRI~~of ~~Listed~~October or1, ~~approved products~~2008; ~~may~~3,897 beoptions ~~used~~each onquarter. ~~operations~~The ~~that~~exercise ~~are~~price ~~certified~~per ~~organic~~each ~~under~~Ordinary ~~the USDA~~share ~~National~~is ~~Organic~~U.S ~~Program~~$0.72 ~~Per~~per ~~OMRI guidelines, CIPC is not on the approved list of the organic products (see http://omri~~share.~~org/OMRI_datatable.php?search=cipc).~~

~~This trend~~Table ~~is strengthened by, relatively new, consumer's trend to consume low or non-residue produce which have risen to 20%-25%~~ of ~~consumed produce in developed countries like Netherlands. (See "Reducing Residue Rising up Priority List", 78 FGJ 1 February 2008. at:~~Contents

~~http://www~~The foregoing descriptions of Mr.~~bcpcertis~~ Lifshitz’ employment agreement and amending agreements are qualified in their entirety by reference to the copies of such documents which are included as Exhibits 10.~~com/Certis~~8 and 10.~~bcp~~9 incorporated by reference to our Form S-1/~~English/Home/News/page~~A filed with the SEC on July 2, 2009.~~aspx/565?xf_itemId=522&xf_selectionDatapartId=512.~~

~~Moreover, management~~The ~~believes~~following ~~that~~table ~~the~~sets ~~trend~~forth ~~in market, as maybe exhibited by market leaders, such as Marks & Spencer, Tesco and Sainsbury in~~ the ~~UK and EDEKA~~cash ~~chain~~compensation inpaid ~~Germany, is~~ to ~~replace,~~our asexecutive ~~much~~officers asfor ~~possible,~~services ~~fruits~~rendered ~~and vegetables~~until ~~treated~~December ~~with~~31, ~~chemical which leave residues with fruits and vegetables with no residue or low residue~~2012.

~~Alternative sprout~~For ~~inhibitors~~the tonine ~~CIPC~~month ~~continue~~ending toSeptember be30, 2013 ~~evaluated~~we byobligated ~~the~~to ~~industry,~~pay ~~including essential~~our ~~oils~~executive ~~(e.g.,~~officers ~~caraway,~~total ~~peppermint,~~compensation ~~spearmint~~of 826,721 ~~clove)~~NIS ~~or their components~~ (~~e.g.~~$227, ~~s-carvone, eugenol~~201) ~~physically~~for ~~damage~~ the ~~developing~~services ~~sprout~~rendered ~~and~~by ~~suppress~~them ~~sprout~~and ~~elongation.~~have ~~However,~~actually ~~repeated~~paid or285,115 ~~continuous~~NIS ~~application of these compounds may be necessary for efficacy. Substituted naphthalenes~~ (~~e.g.~~$78,356) ~~dimethyl naphthalene~~thereof, ~~disopropyl~~(not ~~naphthalene)~~including ~~may~~options ~~help~~in ~~reduce~~ the amount of ~~CIPC~~133,112 ~~applied or~~NIS ~~dependency~~($ ~~on CIPC for sprout suppression in storage~~36,582). ~~So far none of the alternatives presented to the potato storage-related industries have shown significant positive results to replace CIPC.~~

ItSummary isCompensation also common that diseases develop in stored potatoes. The current procedure to deal with this situation is to lower the humidity and dry the potatoes which, in turn, results in substantial yield losses. Dehydration is also important component as potatoes are losing part of their weight during storage due to dehydration.Table

Pimi’s products are targeted at storage facilities that are either owned by farmers, or independent storage providers, or are owned by the food manufacturers. Pimi’s products provide chemical and residue-free, and an organic certified product as opposed to a CIPC-based treatment and effective method for preventing rot and decay of in storage and on the shelf thereby significantly extending their shelf life.

Name and
Principal
Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)(5)

Non-equity
deferred
compensation
earnings
($)

All other
Compensation
($)

Total
($)

Youval Saly (1)(6)
Former Chief
Executive Officer

2010

2011

2012

112,121

153,541

100,866

Nil
Nil
Nil

7,062
2,147
Nil

Nil
Nil
Nil

119,183

155,688

100,866

Ami Sivan (2)
Chief Executive Officer

2012

63,687

Nil

35,235

Nil

98,922

Avi Lifshitz (3)(7)
Chief Financial
Officer

2010

2011

2012

35,464

32,478

30,854

Nil
Nil
Nil

4,961
2,341
559

Nil
Nil
Nil

40,425

34,819

31,413

Nimrod Ben Yehuda (4)
Chief Technology Officer,
Director

2010

2011

2012

89,913

112,587

103,487

Nil
Nil
Nil

13,158
15,535
4,438

103,071

127,922

107,885

Alon Carmel
Chairman of the Board
of Directors

2010

2011

2012

13,934

27,254

41,199

Nil
Nil
Nil

13,934

27,254

41,199

Doron Shorrer (8)
Director

2012

Nil

~~In management’s~~(1) ~~opinion,~~Mr. ~~the~~Saly ~~recognition~~has ~~and~~ceased ~~acceptance~~his ofrole ~~our~~as ~~SpuDefender~~CEO ~~product by~~of the ~~industry,~~Company ~~and~~on ~~its regulatory approval~~May 23, ~~will~~2012 ~~cause~~and ~~the~~has ~~regulator~~ceased to ~~ban CIPC~~be inemployed ~~the~~by ~~coming~~us ~~years~~on orAugust at23, ~~least to reduce further its MRL which will make its use ineffective~~2012.

~~Competition~~(2) Mr. Sivan commenced his employment with us on May 23, 2012.

~~The manufacturers~~(3) ~~and distributors of CIPC, which SpuDefender is competing with, are large chemical companies such as Cerits Europe B~~Mr.V, ~~Loxan~~Lifshitz B.V, Aceto Agriculture Chemical Corporation, United Phosphorous limited, Mirfield Sales Services Limited, Standon Chemicals limited, Atlas Crop Protection Limited and Whyte Agrochemical LTD. These manufacturers have promoted the "CIPC Stewardship Action Plan 2008" for the UK, which was ~~introduced~~employed inby ~~order~~us ~~to monitor and control the application of the CIPC~~ in ~~order not to exceed the current EU MRL of 10mg/kg and~~ atNovember ~~the same time to enable the continued use of CIPC in the UK~~2008. ~~We expect significant competition from these manufacturers and distributors of CIPC.~~

At(4) ~~the same~~Mr. ~~time,~~Ben ~~there~~Yehuda ~~are~~began ~~several~~his ~~products~~employment with ~~which~~us ~~aim to substitute the CIPC which are~~ in ~~potential competition with SpuDefenderTM:~~2005.

·(5) ~~Greenvale,~~For ~~UK launched~~ the ~~Ethylene~~assumptions ~~gas~~made ~~solution that may control sprouts at low dosage. It has been used~~ in ~~some storage rooms in Europe. In management opinion~~ the ~~Ethylene~~valuation of ~~has some disadvantages:~~ the ~~frying~~options ~~colors~~see ~~are~~note ~~affected~~10B byto ~~it,~~the ~~therefore~~financial ~~it can be used only for table potatoes; it requires relatively expensive equipment for its distribution; and after been released from storage accelerated sprouting occurs~~statements.

· Certis, Belgium launched the Caraway oil extract, however, in management’s option, this substitute is not demonstrating an ability to replace CIPC due to fact that it is not palatable and it affects the fry colors.

· Certis also manufactures Clove oil which, in management’s opinion, has several disadvantages: The oils affect taste, aroma as well as cooking and fried taste. To the best of management’s knowledge the Industry banned it due to bad fry colors.

● Other product are: 1,4-Dimethylnaphthalene (1.4-DMN) and 2,6-Disopropylnaphthalene: This two synthetic hormones are the replication of natural hormones within the potato that induce and prolong its dormancy. This chemicals application in combination with CIPC can control effectively sprouting but has no disinfection capability, to the best of management’s knowledge. The compounds are several years in the US market with no significant presence.

· There are several other hydrogen peroxide products that claim, as Pimi claims, meaningful bacteriologic control abilities. To the best of management’s knowledge all of these products are based on HP and Acetic & Peracetic acide. These compounds are used in the food industry for more the 60 years and are very effective as disinfectant but limited in scope; in the niche of fruits and vegetables the application suffers several disadvantages, and in particular they have no long-term effect as disinfectant.

· There are other companies who are developing solutions designed to replace the CIPC and to extend the shelf life of fruits and vegetables. Management believes these solutions have the qualities to replace CIPC or to compete with our product.

~~Strategy~~Table of Contents

We(6) ~~have established~~Mr. ~~different~~Saly ~~market~~was ~~entry~~granted ~~strategies~~311,773 options for ~~Europe~~311,773 ~~and~~Common ~~the~~Stock ~~US.~~shares Inthat ~~Europe the~~were ~~awareness~~vested ofin ~~retailers~~16 ~~(such~~quarters starting as ~~Tesco)~~of ~~and~~December ~~food processors (PepsiCo- Frit-O-Lays~~2007, ~~McCain)~~each ~~and farmers to replace CIPC and other residue products is high~~quarter 19,486 ~~Therefore our Strategy for market-entry and short-term strategy for Europe consists of:~~shares.

·(7) ~~Commercial~~Mr. ~~beta~~Lifshitz ~~trials~~was ~~demonstrating~~granted ~~product~~62,355 ~~efficacy~~options for 62,355 Common Stock shares that were vested in ~~selected~~16 ~~crops~~quarters ~~(potatoes,~~starting ~~cabbages~~as of October, ~~onions~~2008 each quarter 3,897 ~~etc~~shares.);

·(8) ~~Selection~~On March 12, 2013 Mr. Shorrer was granted 48,000 options for 48,000 shares of ~~local~~Common ~~distributors/strategic~~stock ~~partners;~~to be vested over 12 quarters, 4,000 options each quarter, commencing on March 1, 2013. The exercise price per each common stock share is $1.00.

·The ~~Registration~~information ~~and~~below ~~regulatory~~is ~~approvals~~as of ~~the~~December 31, ~~product;~~2012.

· Product sales to:

	Option awards									Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options(#)		Option exercise price($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or others rights that have not vested ($)
Avi Lifshitz Chief Financial Officer		62,355		-		-		0.72	October 1, 2018		-		-		-		-
Ami Sivan(1) Chief Executive Officer		-		280,000		-		0.8	May 23, 2022		-		-		-		-

o(1) ~~Industrial~~Under ~~producers~~the 2009 Share Incentive Plan Mr. Sivan is entitled to 280,000 options for 280,000 shares of the Company’s common stock, to be vested to him in three years (commencing on May 23, 2012), on each anniversary of commencement of his employment with the Company; 93,333 options annually. The exercise price per each common stock share is $0.8.

o Storage providers;

o Seed producers.

In the US where the awareness of CIPC and other residue in fruits and vegetables is relatively low, our strategy to establish foothold in the market is to convince retailers, who are market leaders and leading fast food chains, to adopt CIPC free potatoes as their standard. Management believes that once market leaders will adopt the standard of CIPC free potatoes, the industry in general will follow. For this reason we have established our Joint Venture with Earthbound LLC and its subsidiary Vegisafe LLC who is engaged in consulting to mass market retailers and major supermarket chains in North America. Our Joint Venture has contacted already with major retail chain stores in the US such as Wal-Mart, Target and A&P and with MacDonald's. These chain stores and fast food chain found interest in our products and technology and in the idea of CIPC-free potatoes, and have referred the JV to their suppliers of table potatoes and French fries for establishing pilot storage rooms.

Once we establish a foothold in the market, we will attempt to establish strategic relations with several large distributors /licensed players who already have a regional distribution network. This will enable us to rapidly increase our global market share and coverage without investing in building a global distribution network from scratch. At this stage, based on this model, we will implement the know-how of its technology to these strategic partners which will be responsible for ordering the product from our OEM manufacturer and focus in marketing and sales activities, enabling us to focus on developing additional products.

We plan to sell the SpuDefenderTM to farmers and growers, storage providers and industrial food producers. Initially, we will sell our products through local distributors who serve this target market. These distributors are familiar with installation and maintenance of storage management systems and can also provide professional services (i.e. design, consulting, etc.) to storehouses. SpuDefenderTM is manufactured and packaged by a leading, certified European manufacturer for the European market. Once we will start sales in North America the product will be supplied under OEM agreement in the states by Solvay International S.A (see “Manufacturing Process Supply of Raw Materials”

). This multinational producer of Hydrogen Peroxide is able also to supply the company needs in the Asia as well. Pimi’s distributors will purchase the SpuDefenderTM solution from us and deliver it from our supplier to its facility and distribute it to the farmer/storage provider. The distributors will be trained by our technical team and will be responsible for recommending, training, and optionally also designing and installing the required fogging system that distributes Spudefender in the storehouse. For customers who do not have a required fogging system, we and our distributors will either provide one at a cost to be determined or alternatively, bundled with a minimum order of SpuDefenderTM.

Employees

At the date of this registration statement, we employ 5 full-time employees. We intend to employ regional desk managers for each region we will be active in.

Corporate Development

Subject to fund raising and regulatory approvals, management plans to expand the Company’s activity in the U.S., East Europe and Asia. The expansion to East Europe and Asian regions will be by nominations of desk managers to handle the sales for the Company’s products within these regions. The Company also intends to enter into distribution agreements with regional distributors or international corporations who are active in these regions.

In order to execute our expansion plan to the U.S., we intend to establish a subsidiary that will undertake the development, marketing and technical support of the sales of our products within the U.S. Management intends that this subsidiary will also participate in the Joint Venture with Vegisafe for the marketing of SpuDefenderTM and StoreGuardTM. The subsidiary will employ special product managers and the necessary staff to handle the development of SeedGuard within the U.S.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Board of Directors deems relevant.

~~Report~~Table ~~to Shareholders~~of Contents

AsCompensation ~~a result~~ of this offering, and the effectiveness of this registration statement, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file current reports, periodic reports, annual reports, and other information with the Securities and Exchange Commission, as required. Currently, the Company does not expect to file a 1934 Act registration statement. Accordingly, and because at this time we are not going to be registered under the Securities Exchange Act of 1934, we will not be subject to proxy rules or Section 16 of the 1934 Act, until such time as we do file 1934 Act registration statement.Directors

~~DESCRIPTION~~All directors receive reimbursement for OFreasonable ~~PROPERTY~~out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties.

The ~~Company~~ ~~and~~chart ~~its~~below ~~subsidiary~~lists ~~currently lease office space at Kibutz Alonim. The~~director’s ~~Company~~compensation ~~currently~~for ~~pays~~the ~~monthly~~fiscal ~~rent~~year ofended ~~$552 (NIS 2,100) plus VAT per month pursuant to a 12 month lease with an option to additional 12 month, effective as of~~ December 3031, ~~2008~~2012.

LEGAL PROCEEDINGS

Name

Fees
earned
or paid
in cash
($)

Stock
awards
($)

Option
awards ($)

Non-equity
incentive plan
compensation
earnings ($)

Nonqualified
deferred
compensation
earnings ($)

All other
Compensation
($)

Total ($)

Alon Carmel
Chairman of the Board of Directors

41,199

Nil

41,199

Doron Shorrer (1)
Director

Nil

Nimrod Ben Yehuda

103,447

Nil

4,438

107,885

~~From~~(1) ~~time to~~On ~~time~~March we12, ~~may~~2013 ~~be a defendant or plaintiff in various legal proceedings arising in the normal course of our business~~Mr. WeShorrer ~~are~~was ~~currently~~granted ~~not a party to any material pending legal proceedings or government actions~~48,000 ~~including~~options ~~any bankruptcy,~~for ~~receivership~~48,000 orshares ~~similar proceedings. In addition, management is not aware~~ of ~~any~~Common ~~known~~stock ~~litigation~~to orbe ~~liabilities~~vested ~~involving~~over ~~the~~12 ~~owner~~quarters, ~~of our property or the manufacturer of our products that could affect our operations. Should any liabilities incurred in the future~~4,000 ~~they~~options ~~will~~each ~~be accrued based on management’s best estimate of the potential loss. As such~~quarter, ~~there~~commencing ~~is no adverse effect~~ on ~~our consolidated~~March ~~financial position~~1, ~~results of operations or cash flow at this time~~2013. ~~Furthermore,~~The ~~management~~exercise ofprice ~~the~~per ~~Company~~each ~~does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the~~ common stock ofshare ~~the Company, or any associate of any such director, officer, affiliate of the Company, or security holder~~ is ~~a party, which may be adverse to the Company or has a material interest adverse to the Company~~$1.00.

~~MANAGEMENT~~Compensation Committee

~~Directors~~We do not have a Compensation Committee. ~~and~~Our ~~Executive~~Board ~~Officers~~as a whole makes decisions related to compensation.

~~The following~~Compensation ~~table~~Committee sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each, as of April 30, 2009. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.Report

Name	Age	Position
Alon Carmel	54	Chairman of the Board
Youval Saly	51	Chief Executive Officer
Avi Lifshitz	51	Chief Financial Officer
Nimrod Ben Yehuda*	56	Chief Technology Officer, Director
Doron Shorrer	55	Director
Rami Treger	51	Director

We do not have a Compensation Committee. Each member of our Board has reviewed the Compensation and Discussion and Analysis and recommended it be included in this prospectus.

* Aside from Mr. Nimrod Ben Yehuda, there is no other director who is also an officer or employee of the Company.

Alon Carmel

Mr. Alon Carmel is the Chairman of the Board of Directors, and has served as such since September 2008. Alon Carmel co-founded Spark Networks (AMEX:LOV) in 1998, which created and runs such websites as JDate.com, Cupid.co.il, AmericanSingles.com, among others. Prior to co-founding Spark Networks, Mr. Carmel enjoyed a successful career in real estate from 1983 until 1991. Since leaving Spark Networks in 2005, Mr. Carmel has invested in a wide range of early stage start-ups. He is a graduate of the Technion University, Haifa, Israel as practical civil engineering.

Youval Saly

Mr. Youval Saly is our Chief Executive Officer, and joined the Company in November 2007. Prior to joining the company he was the CEO of High-Tech Lipids LTD a Biotech Company. From 2005 to 2007 Mr. Saly was the founder and served as CEO of Aqua Solutions Ltd which developed detergent-free industrial laundry systems. From 2002 until 2005 Mr. Saly served as the marketing and sales manager in Europe at Galam Ltd. a company which is an Israeli market leader in the manufacture of Fructose, Glucose and Starch. From 2001 until 2002 Mr. Saly was the vice president of marketing and sales of Spandex Israel Ltd- a textile company. Previously Mr. Saly served as the marketing and sales manager of Haifa chemicals Ltd from 1997-2001, and was the Chief Technologist of “Pri Hagalill”- the biggest fruit and vegetable processor in Israel, from 1992 until 1997. From 1987 until 1992 Mr. Saly was a head technologist in "Alkol" and from 1985-1987 served as a technologist in "Pri Haemek". Youval Saly earned a B.Sc. in Biotechnology and Food Engineering from Technion Institute, Haifa, Israel.

~~Avi Lifshitz~~Table of Contents

~~Mr.~~EQUITY ~~Avi Lifshitz~~COMPENSATION is our Chief Financial Officer, and brings to Pimi more than 25 years of experience in accounting, finance and business management. Mr. Lifshitz is serving for 16 years as CFO of Jordan Valley Semiconductors Ltd which is preparing its financial statement in accordance with the US GAAP. He is the Secretary of Jordan Valley Semiconductors UK Ltd and Jordan Valley Semi Conductors Gmbh (Germany). He has joined Meiri-Lifshitz Accounting firm in 1990 and is a partner since then. Mr. Lifshitz is a director in Bede Scientific Inc (US) in Efrat Consultants Ltd (ISR) and in Ed-Wise Ltd (ISR). Mr. Lifshitz teaches at the Technion-Israel Institute of Technology where he won an award for excellence in 1998. He is certified as a public accountant in Israel, and holds a B.A. in economics and accounting from Haifa University.PLANS

~~Nimrod~~Securities Authorized for Issuance ~~Ben-Yehuda~~Under Equity Compensation Plan

~~Mr. Nimrod~~In ~~Ben-Yehuda~~January is2008, ~~our~~Pimi ~~Chief~~Israel’s ~~Technology~~Board of ~~Officer~~Directors ~~responsible~~("Pimi ~~for developing the Company’~~Israel's ~~technology,~~Board") ~~and~~approved ~~also~~a ~~serves~~stock asoption aplan ~~member~~for ofthe ~~our~~grant, ~~Board~~without ofconsideration ~~Directors.~~("Pimi Israel's ~~During~~plan"), ~~the~~of ~~past~~up 18to ~~years~~623,547 ~~Mr.~~options ~~Ben-Yehuda~~("Pimi ~~has~~Israel's ~~been~~Options" aor ~~leading~~"Plan"), ~~entrepreneur~~exercisable ininto ~~the~~623,547 ordinary ~~field~~shares of ~~environment friendly solutions using STHP in many applications~~NIS 0.01 Hepar ~~is the~~value ~~Co-Founder~~ of Pimi ~~and~~Israel ~~was~~to ~~the~~employees ~~inventor~~officers ~~of its IP~~ and ~~products. From~~ ~~1986-1989~~directors ~~served~~of asPimi ~~Joint~~Israel. ~~CEO~~The ofexercise ~~NitroJet~~price ~~LTD,~~and ~~from~~vesting ~~1989~~period ~~until~~for ~~2003~~each ~~served~~grantee ~~as CEO~~ of ~~Nir~~Options ~~Ecology~~will ~~which~~be ~~develops~~determined ~~ecological~~by ~~solutions for~~Pimi ~~veterinary,~~Israel's ~~food~~Board ~~industries~~ and ~~hospitals~~specified ~~and~~in ~~from~~such ~~1993~~grantee's ~~until~~option ~~2003 serves as~~agreement. ~~joint~~The ~~CEO~~options ~~and~~will ~~CTO~~vest ofover ~~Swissteril~~a ~~Water~~period ~~Purifications~~of ~~Ltd~~1-16 ~~which~~quarters ~~developed~~based ~~a protocol~~on ~~for~~each ~~purification~~grantee's ofoption ~~water~~agreement. ~~Since~~Any ~~2003~~option ~~until~~not ~~today~~exercised hewithin 10 ~~serves~~years asafter ~~CTO~~the date of ~~Pimi~~ ~~Israel~~grant thereof expires.

~~Doron~~On April 27, 2009, following the acquisition ~~Shorrer~~of Pimi Israel, the Company adopted the 2009 Share Incentive Plan (the "2009 Share Incentive Plan"), pursuant to which the Company's Board of Directors is authorized to grant up to 3,000,000 options, exercisable into 3,000,000 shares of the Company. The purpose of the 2009 Share Incentive Plan is to offer an incentive to employees, directors, officers, consultants, advisors, suppliers and any other person or entity whose services are considered valuable to the Company, as well as to replace the Pimi Israel Plan.

~~Mr.~~Upon ~~Doron Shorrer~~the isadoption ~~a member~~ of ~~our~~the ~~Board~~2009 ofShare ~~Directors. Mr. Shorrer is also currently~~Incentive ~~Chairman and CEO of Shorrer International Ltd. (Investment and financial consulting) in which he has been serving in such capacities since 1998~~Plan, ~~and~~all ~~has been~~options agranted ~~member~~under of the ~~board~~Pimi ofIsrael ~~AIG~~Plan ~~and~~were ~~Omer~~replaced ~~Insurance~~by ~~Companies~~options inwith ~~Israel~~similar ~~since 2006~~terms, ~~2008~~subject ~~respectively.~~to ~~Previously,~~the ~~Mr.~~2009 ~~Shorrer~~Share ~~was Chairman of Lito Group~~Incentive ~~(industrial),~~Plan ~~Chairman~~on ofa ~~Pluristem~~1 ~~Life~~for ~~System, Inc. (bio-technology),~~1 ~~Deputy Chairman~~basis ~~of Milomor~~ (~~construction)~~561,191 ~~and~~options ~~Chairman~~were ofreplaced ~~the Israeli Phoenix Insurance Company, among others. From 1995 to 1998, Shorrer served as Commissioner~~ of ~~Insurance~~which ~~& Capital Markets~~124,709 ~~Director~~options ofrelate ~~Capital Markets, Insurance and Savings at Israel's Ministry of Finance. Prior~~ to ~~that, Mr. Shorrer was Director~~non-~~General of the Ministry of Transport~~employees). ~~Mr. Shorrer has a BA in Economics and Accounting and an MA in Business Administration from the Hebrew University of Jerusalem; He is a Certified Public Accountant.~~

Rami Treger

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders	-		-		-
Equity compensation plans not approved by security holders		180,777	$	0.81		2,127,633
Total		180,777	$	0.81		2,127,633

~~Mr. Treger~~Under isthe ~~currently~~2009 ~~finalizing~~Share ~~CEO~~Incentive ~~position~~Plan ~~at Amiad Filtration System LTD which~~Mr. Sivan is ~~one~~entitled ofto ~~the~~280,000 ~~Agro~~options ~~filters~~for ~~leading~~280,000 ~~supplier in the world and whose~~ shares ~~are traded~~of in the ~~AIM~~Company’s common stock, ~~exchange~~to inbe ~~the~~vested ~~UK. Prior~~ to ~~this~~him hein ~~founded~~three ~~a Sano Trans~~years, ~~chemical trading company with Sano Israel LTD one of the leading chemical~~ ~~companies~~commencing inon ~~Israel.~~May ~~From~~15, ~~2004-2006~~2012 heon ~~served~~each asanniversary ~~CEO~~ of ~~Zohar~~commencement ~~Dalia Ltd, the local partner~~ of ~~Ecolab~~his inemployment ~~Israel. Zohar Dalia is the Israeli leader in industrial detergent solutions and raw material~~ with ~~a turn over above $50M. In 2000-2004 he was~~ the ~~CEO~~Company; ~~of Sasa Tec~~93,333 ~~formulator~~options ~~and packer of chemical cleaning compounds~~annually. ~~Mr. Treger was a region manager in Haifa Chemicals for the Far East~~The ~~where~~exercise heprice ~~made~~per ~~relocation~~each tocommon ~~Thailand~~stock ~~and~~share ~~established~~is ~~a very successful operation in its region~~$0. ~~Rami Treger has a BA in Economics and Accounting, and MBA in Business Administration from the Hebrew University of Jerusalem,~~8.

~~Employment~~Under the 2009 Share Incentive Plan Mr. ~~Agreements~~Shorrer is entitled to 48,000 options for 48,000 shares of the Company’s common stock to be vested over 12 quarters, 4,000 options each quarter, commencing on March 1, 2013. The exercise price per each common stock share is US$ 1.00.

The Company has entered into separate employment agreements with several of its executive officers, namely, Mr. Youval Saly, Mr. Nimrod Ben Yehuda, Mr. Avi Lifshitz. We have also entered into employment agreements with two of our employees under regular terms of employment. There are no special collective employment agreement which relate to us and our employees.

~~EXECUTIVE~~Table ~~COMPENSATION~~of Contents

~~Summary~~SECURITY ~~Compensation~~OWNERSHIP ~~Table~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~The following~~Securities table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our highest paid executive officer, all of whose total annual salary and bonus for the years ended December 31, 2008, 2007 and 2006 exceeded $100,000Ownership

SUMMARY COMPENSATION TABLE
		Salary	Bonus	Stock Awards	Option awards	Non-equity incentive plan compensation	Change in pension value and non qualified deferred compensation	All Other Compensation	Total
Name and principal position	Year	($)	($)	($)	($), (a)	($)	($)	($)	($)
Youval Saly,	2008	119,715-	-	-	31,537-	-	-	-	151,252-
Chief Executive Officer (1)	2007	7,800-							7,800-
Avi Lifshitz,	2008	7,891-	-	-	3,464-	-	-	-	11,355-
Chief Financial Officer (2
Nimrod Ben-Yehuda,	2008	119,900-	-	-	-	-	-	-	119,900-
Chief Technology Officer (3)	2007	112,592-	-	-	-	-	-	-	112,592-
	2006	95,289-	-	-	-	-	-	-	95,289-

The table below sets forth the number and percentage of shares of our common stock owned as of November 15, 2013 by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our Directors, and (iii) our officers and Directors as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.

(1) Dr.(1). Mr. Saly has started to be employed by us on December 2007. (2). Mr. Lifshitz has started to be employed by us on November 2008. (3). Mr. Ben Yehuda has started to be employed by us in 2005.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership Prior to Offering (1)	Percentage of Class Prior to the Offering (2)	Amount and Nature of Beneficial Ownership After the Offering	Percentage of Class After the Offering (10)

Directors and Named Officers as a group

Common Stock	Alon Carmel (3) c/o Pimi Agro CleanTech, Inc. Kibbutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	2,522,895	27.02%	2,522,895	18.9

Common Stock	Doron Shorrer c/o Pimi Agro CleanTech, Inc. Kibbutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	91,725(4) (5)	0.98%	91,725	0.68

Common Stock	Nimrod Ben-Yehuda (3)(6) c/o Pimi Agro CleanTech, Inc. Kibbutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	1,443,075	15.45%	1,443,075	10.8

Common Stock	Avi Lifshitz c/o Pimi Agro CleanTech, Inc. Kibbutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	62,355(8)	0.66%	62,355	0.46

Total for all Directors and Named Officers		4,102,050	44.07%	4,102,050	30.7

Common Stock	M.Y.A.SH. Entrepreneurship & Projects Ltd.	895,000	9.5%	895,000	6.7

Common Stock	Omdan Consulting and Instructing Ltd (3) (7) 44 Nachal Amud St. Ramat- Hasharon, Israel, 47204	940,533	10.07%	940,533	7.05

(1)		This column represents the total number of votes each named stockholder is entitled to vote upon matters presented to the shareholders for a vote.
(2)		Applicable percentage ownership is based on 9,336,487 shares of Common Stock outstanding as of November 15, 2013, together with securities exercisable or convertible into shares of Common Stock within 60 days of November 15, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of November 15, 2013, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

~~OPTIONS/SARs GRANTS~~Table ~~DURING~~of ~~LAST FISCAL YEAR~~Contents

The below disclosure pertains to the Company’s wholly-owned subsidiary, Pimi Agro Cleantech, Ltd., a company formed under the laws of the state of Israel:

(3)		For the terms of Voting Agreement between Alon Carmel, Nir Ecology and Omdan Consulting and Instruction Ltd see Certain Relationship and Related Transactions.
(4)		This number is comprised of 52,548 shares owned by Shorrer International Ltd., a company which is to the best of the Company’s knowledge under the control of Mr. Shorrer, and 31,177 options which became vested under Mr. Shorrer’s option agreement.
(5)		On March 12, 2013 Mr. Shorrer was granted 48,000 options for 48,000 shares of Common stock to be vested over 12 quarters, 4,000 options each quarter, commencing on March 1, 2013. The exercise price per each common stock share is $1.00.
(6)		The shares are owned by Nir Ecology Ltd, a company under the control of Mr. Ben Yehuda and are held in trust for Nir Ecology by a trustee.
(7)		A company owned by Mr. Eitan Shmueli and his wife Mrs. Vivy Shmueli. Mr. Shmueli was the Co-Founder of Pimi Israel and serves as Pimi’s legal Advisor in Israel. This number is comprised of 854, 762 shares, 5,000 shares that may be issued under applicable convertible note and 30,000 warrants, owned by Omdan, and 50,771 shares owned by Mr. Eitan Shmueli, which were purchased on December 30, 2010. The shares owned by Omdan and Mr. Shmueli are held by trustees.
(8)		This number represents the amount of options which became vested under Mr. Lifshitz’ option agreement.
(9)		This number is comprised of 437,500 shares of our common stock owned by M.Y.A.SH. Entrepreneurship & Projects Ltd. and warrants to purchase 437,500 shares of our common stock, exercisable until December 31, 2014, exercise price of $0.8 per each common stock share.
(10)		Applicable percentage ownership is based on 9,336,487 shares of Common Stock outstanding as of November 15, 2013, together with 4,000,000 shares of Common Stock, the maximum which may be allocated under this offering.

2008 Pimi Israel Shares Option Plan

Pimi Israel’s 2008 Shares Option Plan (the "Pimi Israel Plan") was established as an incentive to retain Pimi's board of directors, employees and consultants whose services are considered valuable. Subject to adjustments as provided in the Pimi Israel Plan, a total of 623,547 Ordinary Shares NIS 0.01 for each share of Pimi Israel (the “Shares”) were subject to the Pimi Israel Plan. Upon the exercise of Options granted under the Pimi Israel Plan, the optionee shall have no voting rights as a shareholder until the consummation of a public offering of the Company’s Shares. All Shares issued upon exercise of the Options shall entitle the holder thereof to receive dividends and other distributions thereon. Pimi has entered into six Option Agreements with the following Office Holders: Mr. Saly, Mr. Shorrer, and Mr. Lifshitz, along with two members of the Advisory board: Prof. Nachmias and Prof. Chet, and with one of its employees, all of whom together were granted a total of 561,191 options.

As a result of Pimi’s acquisition of Pimi Israel on April 27, 2009, the 561,191 options granted under the Pimi Israel Plan were exchanged for 561,191 options of Pimi pursuant to the 2009 Pimi Share Incentive Plan (described below).

2009 Pimi Share Incentive Plan

On April 27, 2009, the Company adopted the 2009 Share Incentive Plan (the "2009 Share Incentive Plan"), pursuant to which Pimi is authorized to issue 3,000,000 shares of Commons Stock. The purpose of the 2009 Share Incentive Plan is to offer an incentive to employees, directors, officers, consultants, advisors, suppliers and any other person or entity whose services are considered valuable to the Company, as well as to replace the Pimi Israel Plan

Upon the adoption of the 2009 Share Incentive Plan, the Company issued 561,191 options to 3 employees, one director and 2 consultants who had options under the Pimi Israel Plan.

Investment Agreement with Earthbound LLC

On January 20, 2009 an investment agreement (the “Investment Agreement”) was entered into between Pimi Israel and Earthbound LLC a Limited Liability Company registered in Delaware ("EB"). It was agreed that EB will invest the total sum of $300,000 the investment will be paid to Pimi in tranches as follows: first tranche of $60,000 will be paid on March 15, 2009. The balance of $240,000 will be paid in four installments as follows: $60,000 on June 15, 2009, $90,000 on September 15, 2009 and $90,000 on January 15, 2010. EB will receive the allocated shares pro rata to the Investment against each installment of the Investment. As of the date of the filing of this registration statement, EB has invested a total of $60,000 and received 45,328 Ordinary Shares of Pimi Israel which were exchanged to 45,328 shares of Common Stock of the Company.

On May 3, 2009 we issued to Earthbound LLC a warrant for the purchase of 145,985 Common Stock shares of the company at the price of $1.37 per share to be exercised until June 15, 2009. The warrant has been granted to EB in furtherance of the Investment Agreement as further incentive to EB to increase their investment in the Company.

Options granted to Investors in Pimi Israel

In June 2008, two investors of Pimi Israel received options to purchase up to 239,193 Ordinary Shares of NIS 0.01 nominal value each, of Pimi Israel for the price of $0.695 per share until June 30, 2009. On April, 27 2009 it was agreed that the options will be converted into options to purchase 239,193 Common Stock Shares of the Company at the same price until June 30, 2009.

Exercise of Options in Pimi Israel Shares

In 2008 Pimi Israel issued 769,526 options to several investors exercisable until February, 28 2009. As of February 28, 2009, a total of 201,972 Options were exercised for a total sum of $145,000 and, consequently, the rest of the Options have expired.

DIRECTOR COMPENSATION

The Company’s directors currently serve without compensation, except for Mr. Doron Shorrer, to whom options were granted under the Company’s 2009 Share Incentive Plan in exchange for the cancellation of options under the Pimi Israel Plan.

~~Business Advisory~~Table ~~Board~~of Contents

~~The Business~~Changes ~~Advisory Board is composed of two select individuals who have significant business expertise that the company relies on. Professor Avi Nachmias is a leading figure~~ in the global potato industry. He served as advisor to Nestle, MacDonald's, and Marks & Spencer, and to leading potato processing companies in South America and South Africa. Prior he was Chief Deputy of the Vulcani Research Center of Israel's Ministry of Agriculture.Control

~~Professor Ilan~~There ~~Chet~~are isno aexisting ~~prominent,~~arrangements ~~leading microbiology scientist. Prof. Chet served as~~that ~~President~~may ofresult ~~the~~in ~~Weizmann~~a ~~Institute~~change ofin ~~Science (2002-2006). Prof. Chet earned numerous high-level awards and honors for his research. In 2001, his research on extensive~~ control of ~~plant~~our ~~diseases using environment-friendly microorganisms, earned him a nomination for the Nobel Prize~~company. ~~He is a professor at the Hebrew University of Jerusalem.~~

Name (1)

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation ($)

Total ($)

Avi Nachmias

36,116

928

37,044

Ilan Chet

1,732

DIRECTOR INDEPENDENCE

~~Prof.~~Our Board of Directors has determined ~~Avi~~that ~~Nachmias-~~Doron ~~Member~~Shorrer is an “independent director” as that term is defined in the listing standards of the ~~Advisory~~NYSE ~~Board~~MKT.

~~On January~~DESCRIPTION ~~9th~~OF 2008 Pimi Israel signed a Consulting Agreement with the Center for Potato Research in a Warm Climate Ltd (the "Center") which is controlled by Prof. Avi Nachmias, who is a member of our advisory board. Under the Consulting Agreement, Pimi Israel is obligated to pay a consulting fee in an amount of 10,000 NIS ($2,630) a month plus VAT against a tax invoice to the Center. Following a capital raise by the Company, the monthly consultancy fee shall be 12,000 NIS ($3,156) a month. The consultancy period is for three years as of January 1st 2008 and may be extended.SECURITIES

~~Prof. Nachmias~~Our ~~received~~authorized ~~options~~capital ~~under~~stock ~~Pimi~~consists of ~~Israel’s~~30,000,000 ~~2008~~shares ~~ESOP~~of ~~under~~common ~~an option agreement dated January 22~~stock, ~~2009.~~par ~~Pimi~~value ~~has granted Prof~~$0.01 ~~Nachmias~~per ashare and ~~total amount of 31~~600,~~177~~000 shares toof beseries ~~vested~~A ~~over~~preferred ~~a period of 8 quarters~~stock, ~~each~~par ~~quarter 3,897~~value ~~shares,~~$0.01 ~~provided~~per heshare. isNo ~~engaged~~other asclass aor ~~Pimi~~series ~~consultant, as~~ of ~~December~~capital 1,stock ~~2008,~~is ~~for a~~currently ~~period~~authorized ofunder 8the ~~quarters.~~Corporation’s ~~The~~articles ~~exercise~~of ~~price per each common share shall be last round price $ 0~~incorporation.~~72 per share.~~

~~Prof. ILan~~Common ~~Chet - Member of the Advisory Board~~Stock

~~On January~~We ~~10,~~had ~~2009~~9, ~~Prof. Chet received Options under Pimi Israel’s 2008 ESOP. Pimi has granted to Prof. Chet a total of 93~~336,~~532~~487 ~~options~~shares of common ~~shares~~stock tooutstanding ~~be vested~~as ~~for a period~~ of ~~16 quarters, each quarter 5,846 options for shares,~~November ~~provided he is engaged as Pimi consultant~~15, ~~as of December 1, 2008, for a period of 16 quarters~~2013. ~~The exercise price per each ordinary share shall be last round price $0.72 per share.~~

Holders of common stock are entitled to one vote per share on all matters subject to stockholder vote. The common stock has no preemptive or other subscription rights. All of the presently outstanding shares of common stock are fully paid and non assessable. If the corporation is liquidated or dissolved, holders of shares of common stock will be entitled to share ratably in assets remaining after satisfaction of liabilities and subject to the rights, if any, of the holders of our preferred stock.

The holders of the common stock are entitled to receive dividends when and as declared by the board of directors, out of funds legally available therefore. The corporation has not paid cash dividends with respect to its common stock in the past. No share of common stock of the corporation which is fully paid is liable to calls or assessment by the corporation.

Preferred A Stock

We do not have any shares of Series A Preferred Stock currently outstanding.

On March 9, 2012 Pimi closed a private placement in the aggregate amount of $626,000 (the “Private Offering”). The Company issued 62,600 shares of Series A Preferred Stock, par value $0.01 at a purchase price of $10.00 per share to 19 accredited investors and 19 non-accredited investors. Financial West Group served as placement agent in connection with the Private Offering. The holders of shares of Series A Preferred Stock were entitled to receive dividend cash payments of 9% per annum, and subject to certain conversion features. Initially, the Series A Preferred Stock should have been automatically converted into Common Stock and canceled on November 30, 2012; however, the Company agreed with the holders of the Series A Preferred Stock to postpone the automatic conversion date until March 9, 2013. Accordingly, on March 9, 2013, all shares of our Series A Preferred Stock were automatically converted into the Common Stock and canceled; thereby, 782,500 shares of our Common Stock was allocated and issued to former holders of Series A Preferred Stock.

Warrants

We currently have outstanding warrants to purchase an aggregate of (i) 1,006,250 shares of common stock at an exercise price of $0.8, which expire on December 31, 2014; (ii) 115,000 shares of our common stock at an exercise price of $0.01, which expire on April 29, 2015 and (iii) 93,900 shares of our common stock at an exercise price of $1.00, which expire on November 12, 2015.

The material terms and provisions of the Class A Warrants being offered pursuant to this prospectus are summarized below. This summary of some provisions of the warrants is not complete. For the complete terms of the warrants, you should refer to the form warrant agreement filed as an exhibit to the registration statement of which this prospectus is a part.

Each unit issued in this offering includes 1 common stock Class A warrant(s). The warrants issued in this offering will be governed by the terms of a physical warrant certificate. Each whole warrant entitles its purchaser to purchase one share of our common stock at a price equal to [●] per share at any time for up to [●] after the closing of this offering. The holder of a warrant will not be deemed a holder of our underlying common stock until the warrant is exercised.

Subject to certain limitations as described below the warrants are immediately exercisable and expire on the [●] anniversary of the date of issuance..

~~CERTAIN RELATIONSHIPS~~Table ~~AND~~of ~~RELATED TRANSACTIONS~~Contents

~~Shareholder~~The exercise price and the number of shares ~~Agreement~~issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock, and also upon any distributions of assets, including cash, stock or other property to our stockholders. The warrant holders must pay the exercise price in cash upon exercise of the warrants, unless such warrant holders are utilizing the cashless exercise provision of the warrants. After the close of business on the expiration date, unexercised warrants will become void.

~~Our shareholders~~In ~~Alon Carmel ("Carmel ")~~addition, ~~Omdan~~in ~~Consulting and Instructions Ltd. A company under~~ the ~~control~~event ofwe ~~Advocate Eitan Shmueli and his~~consummate ~~wife~~a ~~Mrs.~~merger ~~Vivy~~or ~~Shmueli~~consolidation ~~("Omdan"),~~with ~~Nir~~or ~~Ecology~~into ~~Ltd.~~another ~~("Nir")~~person aor ~~company~~other ~~under~~reorganization ~~the control~~event ofin ~~Mr.~~which ~~Nimord Ben Yehuda~~ our ~~CTO,~~common byshares ~~Ashdor~~are ~~Asset~~converted ~~Management and Trust~~or ~~Ltd.~~exchange ~~(thato~~for ~~held~~securities, ~~the~~cash ~~shares~~or inother ~~trust~~property, ~~for~~or ~~Nir)~~we ~~(collectively~~sell, ~~the~~lease, ~~"Shareholders")~~license, ~~entered~~ ~~into~~assign, ~~an agreement on February 24~~transfer, ~~2009~~convey ~~(the~~or ~~"Shareholders~~otherwise ~~Agreement"). Nir~~dispose ~~is a~~of ~~company~~all ~~under~~or ~~the~~substantially ~~control~~all of our ~~director,~~assets ~~Mr.~~or ~~Nimrod~~we ~~Ben-Yehuda.~~or ~~Under~~another ~~the Shareholders~~person ~~Agreement,~~acquire ~~the~~50% ~~Shareholders~~or ~~have~~more ~~agreed~~of toour ~~vote~~outstanding ~~their~~common shares, inthen ~~the~~following ~~annual~~such ~~general~~event, ~~meeting~~the holders of the ~~shareholders.~~warrants ~~Omdan and Nir~~ will ~~vote~~be ~~for~~entitled ~~2 directors~~to ~~which~~receive ~~will~~upon beexercise ~~proposed~~of bythe ~~Mr.~~warrants ~~Carmel.~~the ~~Mr.~~same ~~Carmel~~kind and ~~Nir~~amount ~~will vote for~~of ~~one director which will be proposed by Omdan~~securities, ~~and~~cash ~~Mr.~~or ~~Carmel~~property ~~and~~which ~~Omdan~~the ~~will~~holders ~~vote for~~would ~~one~~have ~~director~~received ~~which~~had ~~will~~they beexercised ~~proposed~~the bywarrants ~~Nir.~~immediately ~~The~~prior ~~parties~~to ~~agreed~~such ~~that in case~~fundamental Mrtransaction. ~~Carmel~~Any ~~will~~successor ~~hold~~to ~~less~~us ~~than~~or ~~15%~~surviving ~~and~~entity ~~more than 7.5% of Pimi's share capital, Omdan and Nir~~ shall ~~vote~~assume ~~for~~the ~~only~~obligations ~~one~~under ~~director~~the ~~which will be proposed by Mr~~warrants. ~~Carmel.~~ In ~~case~~addition, ~~the~~as ~~holdings~~further described ofin ~~one of~~ the ~~parties~~form ~~will be less than 7.5%~~ of ~~Pimi's~~ ~~share~~warrant ~~capital,~~filed ~~the~~as ~~other~~an ~~two~~exhibit ~~parties will not be obligated~~ to ~~vote for the director proposed by~~ this ~~party.~~registration ~~In case~~statement, in the ~~number~~event of ~~directors~~any ~~appointed~~fundamental transaction bycompleted ~~the~~for ~~parties will be more than 4 directors~~cash, ~~the~~as ~~parties~~a ~~will~~transaction ~~appoint~~under anRule ~~even number~~13e-3 of ~~directors. In case, six directors will be appointed, Mr. Carmel will propose~~ the ~~fifth~~Exchange ~~director and Omdan and Nir will vote for him~~Act, ~~Nir~~or ~~will~~involving ~~propose the~~a ~~sixth~~person ~~director~~not ~~and~~trading ~~Mr.~~on ~~Carmel~~a ~~and~~national ~~Omdan will vote for him. In case eight~~securities ~~directors will be appointed~~exchange, ~~Mr.~~the ~~Carmel~~holders ~~will~~of ~~propose~~ the ~~seventh~~warrants ~~director and Omdan and Nir~~ will ~~vote~~have ~~for such director. Omdan will propose~~ the ~~eighth director~~right ~~and~~to ~~Mr.~~require ~~Carmel~~us ~~and~~to ~~Nir~~purchase ~~will~~the ~~vote~~warrants for ~~him.~~an Inamount ~~case~~in ~~there~~cash ~~will~~that ~~not be~~is ~~unanimous~~determined ~~consent~~in ~~between~~accordance ~~the above shareholders~~ with ~~regard~~a toformula ~~the~~set ~~identity~~forth ~~of an~~in ~~outside director,~~ the ~~shareholders will vote against the appointment of such external director in any general meeting it is brought for election~~warrants.

InUpon ~~an addendum to~~ the ~~Shareholders~~holder’s ~~Agreement~~exercise ~~dated~~of ~~April 23~~a warrant, ~~2009,~~we ~~Nir~~will ~~and~~issue ~~Omdan agreed~~the ~~that~~shares ~~in case~~ of ~~liquidation~~common ofstock ~~the~~issuable ~~Company~~upon orexercise ~~a sale~~ of the ~~majority~~warrant ~~of its~~within ~~shares~~three tobusiness andays ~~investor~~following ~~(collectively, the “Sale”) under which Carmel will~~our ~~receive~~receipt ~~less~~of ~~than~~notice ~~$965,000~~of ~~from~~exercise ~~such~~and ~~event,~~payment ~~they will pay to Carmel, out~~ of the ~~sum~~ ~~they~~exercise ~~have received under the Sale the balance up to $965,000~~price.

~~Relationship~~Prior to the exercise of any warrants ~~with~~to ~~Shareholders~~purchase common stock, holders of the warrants will not have any of the rights of holders of the common stock purchasable upon exercise, including the right to vote or to receive any payments of dividends on the common stock purchasable upon exercise.

OnWarrant ~~July 12,~~holders ~~2004~~may ~~Nir,~~exercise ~~and~~warrants only ~~Machteshim~~if ~~Chemical~~the ~~Works~~issuance ~~Ltd.~~of ~~("Machteshim") entered into an agreement (~~the ~~"Assignment~~common ~~Agreement"),~~shares ~~under~~upon ~~which~~exercise ~~Machteshim transferred to Pimi Israel all~~ of ~~their rights in~~ the ~~knowledge~~warrants ~~and/or~~is ~~information~~covered ~~relating~~by ~~to the~~an ~~product~~effective ~~known~~registration ~~as MC-10~~statement, ~~which is the previous name of Pimi's product~~or ~~SpuDefender™~~an ~~(the~~exemption ~~"Product").~~from Inregistration ~~addition,~~is ~~Machteshim~~available ~~has~~under ~~transferred to Pimi Israel all~~ the ~~rights~~Securities inAct ~~the patents~~ and~~/or~~ ~~patents requests and/or licenses and/or documents related to~~ the ~~Product.~~securities ~~Under~~laws ~~the~~of ~~Assignment Agreement, Machteshim agreed to register, on its own account, all~~ the ~~rights~~state in ~~the~~which ~~patent and/or patent requests, relating to~~ the ~~product, in the countries nominated in~~holder anresides. We ~~appendix~~intend to ~~Assignment~~use ~~Agreement.~~commercially Ifreasonable ~~Machteshim~~efforts ~~shall not register the patents, it was agreed that Machteshim will transfer all the required documents~~ to ~~Nir,~~have ~~or any party on its behalf, and Nir, or any party on its behalf, shall carry out~~ the registration. ~~Under an agreement dated~~statement, November 11, 2005 between Nir and Pimi, Nir has declared and confirmed that the know-how and patents and patent application and/or licenses relating to the Product which was transferred to Pimi Israel from Machteshim under the Assignment Agreement (the "Intellectual Property") belongs exclusively to Pimi Israel except for the right of ~~use of the Intellectual Property for water treatment applications~~ which ~~was~~this ~~granted~~prospectus ~~irrevocably~~forms ~~and exclusively on~~ a ~~world-wide~~part, ~~basis~~effective towhen ~~Nir or to Nimrod Ben Yehuda or to Naava Ben-Yehuda (or any company in which Nimrod or Naava Ben Yehuda have interest). Nir has obligated to sign on all necessary documents for~~ the ~~completion~~ ofwarrants ~~the~~are ~~assignment of the Intellectual Property to Pimi~~exercised.

~~Nir~~If ~~is the~~an ~~agent~~effective ~~for~~registration ~~the State of Israel of raw materials utilized by Pimi Israel in~~statement ~~the~~is ~~formulation~~not ofavailable ~~its~~at ~~products. During~~ the ~~development~~time ~~stage~~ of ~~our formulation~~exercise, ~~Pimi~~a ~~Israel~~holder ~~imported~~may toexercise ~~Israel~~ the ~~raw~~warrants material in order to formulate its products. Under an agreement dated November 11, 2005, Pimi purchased from Nir such raw materials at costs plus 10% handling commission. Under this agreement, Pimi Israel has paid to Nir as handling commission in the sums of $1,699, and $1,461 in the years 2006, and 2007 respectively. Currently Pimi Israel does not produce the formulation in Israel, and it is not expected that Pimi Israel will purchase this raw material from Nir in the future.follows:

On· ~~November~~A ~~13,~~holder ~~2005~~that anis ~~Investment Agreement~~not ~~was~~a ~~entered~~US ~~into~~person ~~between~~(as ~~Nimrod~~defined ~~Ben-Yehuda,~~in ~~Omdan,~~Regulation ~~Mr.~~S ~~Carmel~~of ~~and~~the ~~JNS Capital~~Securities ~~LLC ("JNS"~~Act) ~~(the~~may ~~"Investment~~exercise ~~Agreement").~~the ~~Under~~warrant ~~the~~if ~~Investment Agreement,~~all ~~Mr.~~of ~~Carmel~~the ~~and~~following ~~JNS~~conditions ~~agreed~~are tomet: ~~invest~~(i) inthe ~~Pimi~~holder ~~Israel~~is anot ~~total~~in ~~sum~~the ~~of $900,000~~United ~~("Investment~~States; ~~Amount"~~(ii), inis ~~quarterly~~not ~~installments,~~exercising inthe ~~consideration~~warrants for ~~the~~, ~~issuance~~or ofon ~~120,000~~behalf ~~shares.~~or Onbenefit ~~November 15~~of, ~~2006~~a anUS ~~Addendum~~Person toor ~~the Investment~~person ~~Agreement~~in ~~was signed by~~ the ~~above~~United ~~parties~~States; (~~the "Addendum"~~iii). ~~Until that~~does ~~time,~~not ~~Mr.~~execute ~~Carmel~~or ~~and~~deliver ~~JNS~~the ~~have~~warrant ~~invested~~exercise form in ~~Pimi Israel~~ the ~~total~~United ~~sum~~States; ~~of $785,000~~(iv) ~~out~~agrees ofnot ~~their~~to ~~total~~engage ~~Investment~~in ~~Amount.~~hedging ~~Under~~transactions ~~the~~with ~~Addendum~~regard ~~JNS~~to ~~was released~~the ~~from~~common ~~its~~stock ~~obligation~~prior to ~~invest in Pimi Israel~~ the ~~balance~~expiration of ~~the Investment~~a ~~Amount~~one-year ~~and~~distribution ~~Mr.~~compliance ~~Carmel~~period; ~~agreed~~(v) toacknowledges ~~pay~~that tothe ~~Pimi~~shares ~~an additional sum~~ of ~~$215,000~~ ~~out~~common ofstock ~~which~~issuable ~~$115,000~~upon isexercise ~~the balance~~ of the ~~Investment~~warrants ~~Amount~~are ~~and $100,000~~“restricted issecurities” anas ~~"Additional~~defined ~~Investment."~~in ItRule ~~was~~144 ~~further~~of ~~agreed~~the ~~that~~Securities ~~Mr.~~Act; ~~Carmel~~ and ~~JNS~~(vi) ~~will~~acknowledges bethat ~~entitled,~~we ~~against~~shall ~~the~~refuse ~~payment~~to ofregister ~~the~~any ~~balance~~transfer of the ~~Investment Amount,~~common tostock ~~receive~~not ~~120,000~~made ~~preferred~~in ~~shares~~accordance ofwith ~~0.01~~the ~~NIS~~provisions ~~each~~ of ~~Pimi~~Regulation ~~Israel instead of 120~~S,~~000~~ ~~Ordinary~~pursuant ~~Shares of 0.01 NIS each. Pimi Israel has issued preferred shares~~ to ~~Mr.~~registration ~~Carmel~~under ~~and~~the ~~JNS,~~Securities ~~respectively~~Act, toor ~~their~~pursuant ~~investments~~to ~~in Pimi~~an ~~Israel.~~available ~~Mr.~~exemption ~~Carmel~~from ~~has~~registration ~~transferred~~under the ~~Additional~~Securities ~~Investment amount to Pimi Israel in accordance with the Addendum and Pimi has issued to Mr~~Act. ~~Carmel 30,006 preferred shares.~~

~~In December~~· ~~2006~~Other ~~Omdan~~holders ~~issued~~may toexercise ~~Pimi Israel a loan in~~ the ~~amount~~warrants ofonly ~~70,000 NIS ($16,413), which was converted~~ on ~~January~~a ~~2007~~cashless ~~into~~or ~~common~~net ~~shares~~exercise ~~of Pimi Israel~~basis. ~~The loan did not bear any interest.~~

Mr. Eitan Shmueli (the controlling shareholder of Omdan) and Mr. Nimrod Ben Yehuda, have guaranteed to Bank Hapoalim a line of credit of 60,000 NIS ($ 15,781) granted to Pimi Israel.

OnTable ~~April 1, 2005, Mr. Nimrod Ben Yehuda guaranteed on behalf~~ of ~~Pimi Israel, certain obligations of Pimi Israel under a lease agreement dated April 1, 2005 for Pimi Israel’s offices with Kibbutz Alonim.~~Contents

~~On December~~PLAN ~~12,~~OF ~~2007,~~DISTRIBUTION ~~Mr. Carmel has guaranteed to Bank Leumi a line of credit of 57,000 NIS ($14,992) granted to Pimi Israel.~~

~~Nir~~Sandlapper ~~and~~Securities LLC, which we refer ~~Pimi~~to ~~Israel~~herein ~~share~~as the ~~same~~Placement ~~office~~Agent, ~~space~~has agreed to act as exclusive placement agent in ~~Kibbutz~~connection ~~Alonim,~~with ~~Israel~~this offering subject to the terms and conditions of the Placement Agency Agreement dated as of the date of this Prospectus. The ~~office~~Placement Agent is not purchasing ~~space~~or ~~was~~selling ~~rented~~any ~~together~~units offered by ~~Pimi~~this ~~Israel~~prospectus, ~~and~~nor ~~Nir~~is ~~from~~it ~~Kibutz~~required ~~Alonim~~to byarrange ~~two~~the purchase or sale of any specific number or ~~separate~~dollar ~~lease~~amount ~~agreement.~~of ~~Nir~~units, but has ~~supplied~~agreed to ~~Pimi~~use ~~office~~its ~~services~~commercial ~~and~~reasonable ~~paid insurance~~best ~~premiums~~efforts to arrange for the ~~offices~~sale of all of the units offered hereby. ~~Pimi~~Therefore, ~~Israel~~we ~~has~~will ~~paid~~enter ~~Nir~~into ~~for~~a ~~this~~purchase ~~service and~~agreement ~~expenses~~directly ~~(including~~with ~~IT,~~investors ~~insurance,~~in ~~maintenance,~~connection ~~office~~with ~~equipment~~this offering and ~~supplies)~~we may not sell the ~~sum~~entire amount of units offered pursuant to this prospectus. This is a “best efforts – all or none ” offering as to the Minimum Amount ($32,~~498~~000,000 ~~$6,031~~of gross proceeds) and there can be no assurance that we will sell either the Minimum Amount or the entire Maximum Amount of units pursuant to this prospectus. All proceeds shall be held in a ~~years~~non ~~2006~~interest ~~and~~bearing ~~2007~~escrow ~~respectively~~account at US Bank pending acceptance of subscriptions for the minimum amount. AsUnless and until the minimum amount is subscribed and accepted on or before [30 days from the date of this Prospectus](the “Initial Offering ~~2009~~Period’), ~~Pimi~~all ~~Israel~~subscriptions ~~subleased~~will be returned to ~~Nir~~investors 10without ~~square~~interest ~~meters~~of deduction. Assuming the minimum amount is subscribed and accepted on or before the expiration of ~~office~~the ~~space~~Initial Termination Period, ~~for~~then ~~$75~~the ~~per~~offering will continue until the ~~month.~~earlier Asof completion of the ~~date~~sale of the ~~filing~~Maximum ofAmount ~~this~~or ~~registration~~a ~~statement,~~date ~~Nir~~which ~~no longer~~is ~~supplies~~90 ~~these~~days ~~services~~from tothe ~~Pimi~~date of this Prospectus. [

~~During~~ We have agreed to (i) pay the ~~years~~Placement Agent ~~2006-2008,~~a ~~Nir~~placement ~~has~~agent's ~~been~~fee ~~engaged~~equal into ~~treatment~~seven percent (7%) of ~~our~~the ~~patents~~aggregate ~~and~~gross IPproceeds ~~and has~~of ~~incurred~~this ~~expenses~~offering ~~related~~and to(ii) such ~~services.~~number of Wewarrants ~~have~~to ~~agreed~~purchase toshares ~~pay~~of toCommon ~~Nir~~Stock ~~for these~~equal ~~services~~to ~~and~~ten inpercent ~~reimbursement~~(10%) of the ~~expenses~~aggregate ~~incurred~~number byof itshares asold ~~sum~~in ofthe $offering ~~26,300~~as ~~(100,000~~contained ~~NIS)~~in the Units. In ~~2009~~Such wewarrants ~~have~~shall ~~paid~~be ~~$10,500~~exercisable ~~(40,000~~for ~~NIS~~a five (5), ~~and we~~year ~~will~~period ~~pay~~[commencing to180 days after the ~~Nir~~effective date of the ~~balance~~registration statement of ~~$15~~which this Prospectus form a part] following the closing date of the offering,~~800~~ ~~(60~~in whole or in part,~~000~~ ~~NIS~~at a price per share equal to one hundred and twenty-five percent (125%) ~~when~~of wethe ~~shall~~purchase ~~raise~~price for shares of common ~~fund~~stock of atthe ~~least~~company $1in ~~Million~~the offering.

~~Share~~In compliance with the lock-up restrictions ~~Exchange~~set ~~Agreement~~forth in FINRA Rule 5110(g)(1), neither the Placement Agent’s warrants nor the underlying securities may be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of one year immediately following the date of effectiveness or commencement of sales of the offering, except to any member participating in the offering and the officers or partners thereof, and only if all securities so transferred remain subject to the one-year lock-up restriction for the remainder of the lock-up period. The holder of these warrants will have, in that capacity, no voting, dividend or other stockholder rights. Any profit realized on the sale of the units issuable upon exercise of these warrants may be deemed to be additional underwriting compensation. The securities underlying these warrants are being registered pursuant to the registration statement of which this prospectus is a part. During the term of these warrants, the holder thereof is given the opportunity to profit from a rise in the market price of our common stock. We may find it more difficult to raise additional equity capital while these warrants are outstanding. At any time at which these warrants are likely to be exercised, we may be able to obtain additional equity capital on more favorable terms.

OnSubject ~~April 27,~~to ~~2009,~~compliance wewith ~~entered~~FINRA ~~into~~Rule 5110(f)(2)(D), anwe ~~Exchange~~have ~~Agreement~~also ~~with~~agreed ~~Pimi~~to ~~Israel~~reimburse ~~and all of~~ the ~~shareholders~~ ofPlacement ~~Pimi~~Agent’s ~~Israel,~~expenses ~~pursuant~~in toan ~~which~~amount weequal ~~agreed~~ to ~~acquire~~three ~~all~~percent (3%) of the ~~issued~~ ~~and~~aggregate ~~outstanding~~gross ~~shares~~proceeds of ~~Pimi~~the ~~Israel~~offering. AsThe ~~consideration~~following ~~for~~table ~~the acquisition~~shows of the ~~shares~~per ofunit ~~Pimi~~and ~~Israel,~~total weplacement ~~agreed~~agent's tofees ~~issue~~that we anwill ~~equal~~pay ~~number~~to ~~of shares~~the ofPlacement ~~our~~Agent ~~Common~~in ~~Stock~~connection towith the ~~Shareholders~~sale of ~~Pimi~~the ~~Israel. As~~shares ~~a result~~and ofwarrants ~~the~~offered ~~Exchange~~pursuant ~~Agreement,~~to ~~Pimi~~this ~~Israel~~prospectus assuming ~~became~~the apurchase ~~wholly-owned~~of ~~subsidiary~~ all of the ~~Company~~units offered hereby.

~~Relationship with~~Per ~~directors~~unit ~~and~~placement ~~Officers~~agent's fees $ [●] Maximum offering total $ [●]

~~Youval~~We ~~Slay-CEO~~must sell a minimum of 1,600,000 units in order to complete the offering. Thereafter, we may sell up to an additional 3,400,000 of units.

~~Pimi entered~~Our ~~into~~obligations anto ~~Employment~~issue ~~Agreement~~and onsell ~~November 27th, 2006 with Mr. Saly. On~~units ~~October 29, 2008, the parties entered into an Addendum~~ to the ~~Employment Agreement.~~purchasers ~~Mr. Saly~~ is ~~entitled~~subject to ~~total~~the ~~compensation~~conditions ofset ~~50,000~~forth ~~NIS~~in ~~($13,151) plus VAT per month from~~ the ~~month~~securities ofpurchase ~~October~~agreement, ~~2008.~~which ~~This~~may ~~consideration~~be iswaived ~~paid against~~by ~~VAT~~us ~~receipt~~at ~~and covers all social benefits, car maintenance and cellular~~our ~~phone~~discretion. ~~expenses~~A ofpurchaser's ~~Mr.~~obligation ~~Saly.~~to ~~Mr.~~purchase ~~Saly~~units ~~has~~is ~~taken~~subject ~~upon~~to ~~himself~~ the ~~payment~~conditions ~~for~~set ~~the social~~forth ~~security,~~in the ~~pension~~securities ~~fund~~purchase ~~and any other social insurance and benefits.~~agreement ~~Pimi~~as ~~has paid Mr. Saly the total sum of 437~~well,~~400~~ ~~NIS~~which ~~($119,715)~~may inalso ~~2008~~be ~~a consideration under his employment agreement~~waived.

~~In addition~~We ~~Mr.~~estimate ~~Saly~~the istotal ~~entitled~~offering toexpenses in ~~options~~this ~~under~~offering ~~the~~that ~~ESOP~~will ofbe ~~Pimi~~payable ~~Israel~~by ~~for~~us, ~~2008 in~~excluding the ~~total~~placement ~~amount~~agent's ~~of 311~~fees,~~773~~ ~~options~~will ~~for~~be ~~311~~approximately $[●] which include legal,~~773~~ ~~Ordinary~~accounting ~~shares~~and toprinting becosts, ~~vested in~~various 16other ~~quarters~~fees ~~starting~~and asreimbursement of ~~December~~the ~~2007,~~placement ~~each~~agent's ~~quarter 19,486 shares~~ expenses. The ~~exercise~~foregoing ~~price~~does not ~~per~~purport ~~each~~to ~~Ordinary~~be ~~share~~a iscomplete ~~0.01~~statement ~~NIS.~~of ~~The~~the ~~options were~~terms ~~converted~~and ~~into~~conditions ~~311,773~~of ~~options~~the ~~for~~placement ~~311,773~~agent ~~common~~agreement ~~stock~~and ~~shares~~the ofsecurities ~~our~~purchase ~~company~~agreement. ~~with~~A ancopy ~~exercise~~of ~~price~~the placement agent agreement and the form of $securities ~~0.01~~purchase ~~for~~agreement ~~each~~with ~~option~~investors ~~share~~are ~~and~~included as exhibits to the ~~same vesting~~Registration ~~period~~Statement of which this prospectus forms a part.

Nimrod Ben Yehuda-CTO

According to an agreement dated November 13, 2005, as amended on November 16, 2006, and of April 28, 2009, Mr. Ben Yehuda has been appointed as Pimi's CTO. Mr. Ben Yehuda is entitled to a monthly gross salary of 25,000 NIS ($6,575), plus benefits such as executive insurance, education fund at the rate of 10 % (7.5% contribution by us), and disability insurance. Furthermore, Mr. Ben Yehuda is entitled to a credit card for approved expenses, including traveling expenses.

Under the addendum of November 16, 2006, Mr. Ben Yehuda’s net salary was reduced by the sum of 3,000 NIS ($695). The reduction was considered as a loan by Mr. Ben Yehuda to us. We undertook to pay this loan to Mr. Ben Yehuda after a new investment of not less than $500,000 at a valuation of not less than $3,000,000, or in case of another event causing Pimi to receive an income of more than $500,000. Pimi Israel has paid to Mr. Ben Yehuda the debt accrued for the reduced salary on December 2008.

Mr. Ben Yehuda has received the sum of $95,289, $112,592 and $119,900 as salary and social benefits in the years 2006, 2007 and 2008 respectively.

Avi Lifshitz- CFO

Pimi has entered into a Personal Service Agreement in November 2008 with accountant Avi Lifshitz. Mr. Lifshitz and Ad wise Ltd., a company under the control of Mr. Lifshitz ("Ad wise"), are entitled to a total consideration of 10,000 NIS ($2,630) plus VAT per month as from October 2008. Until the date of which Pimi raises capital from an external investors for a sum exceeding $1,000,000, Pimi shall pay Mr. Lifshitz and Ad wise, on behalf of the consideration, a sum of 5,000 NIS ($1,315) plus VAT, and the balance of the consideration shall accrue to the credit of the Mr. Lifshitz and Ad wise and shall be paid to them after the raising of capital as aforesaid. The consideration to Mr. Lifshitz will is paid as salary and the consideration to Ad wise is paid against VAT receipt, the consideration shall not exceed the amount of 10,000 NIS plus VAT. The consideration covers taxes, national insurance, pension fund and/or any other social insurance and/or benefits, car maintenance and cellular phone expense. Pimi expenses amounted to the total sum of 30,000 NIS ($7,891) in 2008 under this Personal Service Agreement.

In addition Mr. Lifshitz is entitled to options under the ESOP for Israel for 2008 in the total amount of 62,355 options for 62,355 Ordinary shares to be vested in 16 quarters as of October, 2008 each quarter 3,897 shares. The exercise price per each Ordinary share is $0.72 per share. The options were converted into 62,355 options for 62,355 common shares of our company with the exercise price of $0.72 for each common share, and the same vesting period.

Legal Services

Sadot & Co. Law offices in which Mr. Eitan Shmueli (a controlling shareholder of Omdan, one of our major shareholders), is a partner, has a retainer agreement with Pimi and has received fee from Pimi during the last 3 years, as legal fees 74,859 NIS ($16,798), 121,188NIS ($29,500), and 91,142 NIS ($24,731) in the years 2006, 2007 and 2008 respectively.

~~SECURITY OWNERSHIP~~Table OFof ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Contents

~~The~~We have engaged the Placement Agent, on ~~following~~a ~~table~~non-exclusive ~~sets~~basis, ~~forth~~as our agent for the ~~number~~solicitation of the exercise of the Class A warrants. To the extent not inconsistent with the guidelines of the Financial Industry Regulatory Authority and ~~percent~~the rules and regulations of the ~~Company's~~Securities ~~common~~and Exchange ~~stock~~Commission, ~~beneficially~~we ~~owned~~have agreed to pay Placement Agent for bona fide services rendered a commission equal to 5% of the exercise price for each warrant exercised more than one year after the effective date of the registration statement of which this prospectus is part if the exercise was solicited by the Placement Agent. No compensation will be paid to the Placement Agent upon the exercise of the warrants if:

· ~~all~~the ~~directors~~market ~~and~~price ~~nominees,~~of ~~naming~~the ~~them,~~underlying ·shares ~~our executive officers, · our directors and executive officers as a group, without naming them, and · persons or groups known by us to own beneficially 5% or more~~ of ~~our~~common ~~Common~~stock ~~Stock~~is orlower ~~our~~than ~~Preferred~~the ~~Stock~~exercise ~~having voting rights:~~price;

~~The percentages~~· in the ~~table~~holder ~~have~~of ~~been calculated on~~ the ~~basis~~warrants ofhas ~~treating~~not ~~as outstanding~~confirmed ~~for~~in awriting ~~particular person, all shares of our capital stock outstanding on April 30, 2009, and all shares of our common stock issuable to~~ that ~~person~~ in the ~~event~~Placement ofAgent ~~the~~solicited ~~exercise of outstanding options and other derivative securities owned by that person which are exercisable within 60 days of April 30~~his, ~~2009.~~her ~~Except~~or asits ~~otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our capital stock owned by them.~~exercise;

Name and address of owner	Title of Class	Capacity with Company	Number of Shares Beneficially Owned (1)	Percentage of Class (2)
Alon Carmel(3) c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Chairman of the Board	2,433,314	35.27%
Youval Saly c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Chief Executive Officer	116,915(4)	1.69%
Avi Lifshitz c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Chief Financial Officer	11,691(5)	0.17%
Nimrod Ben-Yehuda(3)(6) c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Chief Technology Officer, Director	1,440,100	20.85%
Avi Nachmias(7) c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Chief Research Officer, Advisory Board Member	7,794	0.11%
Doron Shorrer c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Director	27,009(8)	0.39%
Ilan Chet c/o Pimi Agro CleanTech, Inc. Kibutz Alonim, PO Box 117, Hutzot Alonim 30049 Israel	Common Stock	Advisory Board Member	11,692(10)	0.17%

the warrants are held in a discretionary account, unless prior specific written approval for the exercise is received from the holder;

the warrants are exercised in an unsolicited transaction; or

the arrangement to pay the commission is not disclosed in the prospectus provided to warrant holders at the time of exercise.

Lock-Up Agreements

Our officers and directors have agreed that for a period of 18 months from the date of this Prospectus that they will not sell, contract to sell, grant any option for the sale or otherwise dispose of any of our equity securities, or any securities convertible into or exercisable or exchangeable for our equity securities, other than through existing Rule 10b5-1 trading plans, intra-family transfers or transfers to trusts for estate planning purposes, without the consent of the Placement Agent, which consent will not be unreasonably withheld. The Placement Agent may consent to an early release from the lock-up period if, in its opinion, the market for the common stock would not be adversely affected by sales and in cases of an officer’s or director’s financial emergency. We are unaware of any officer or director who intends to ask for consent to dispose of any of our equity securities during the lock-up period.

Stabilization

The rules of the SEC generally prohibit the Placement Agent from trading in our securities on the open market during this offering. However, the Placement Agent is allowed to engage in some open market transactions and other activities during this offering that may cause the market price of our securities to be above or below that which would otherwise prevail in the open market. These activities may include stabilization, short sales and over-allotments, syndicate covering transactions and penalty bids.

Stabilizing transactions consist of bids or purchases made by the managing Placement Agent for the purpose of preventing or slowing a decline in the market price of our securities while this offering is in progress.

Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing Placement Agent on behalf of the Placement Agents in order to reduce a short position incurred by the Placement Agent.

Penalty bids permit the managing Placement Agent to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

If the Placement Agent commences these activities, it may discontinue them at any time without notice. The Placement Agent may carry out these transactions on the OTC Bulletin Board or otherwise.

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the units sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the Securities Act and the Exchange Act including without limitation, Rule 10b- 5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of common stock and warrants by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent: may not engage in any stabilization activity in connection with our securities; and may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Indemnification

Pursuant to the Placement Agency Agreement, we have agreed to indemnify Sandlapper Securities, LLC against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the Placement Agency Agreement, or to contribute to payments which Sandlapper Securities LLC or other indemnified parties may be required to make in respect of any such liabilities.

Omdan Consulting and Instruction Ltd(3)(11) 44 Nachal Amud St. Ramat-Hasharon, Israel, 47204	Common Stock	Shareholder	817,362	11.83%
All Officers and Directors As a Group (7 persons)	Common Stock		4,865,877	70.44%

Table of Contents

~~(1) This~~Determination ~~column represents the total number~~ of ~~votes~~Offering ~~each named stockholder is entitled to vote upon matters presented to the shareholders for a vote.~~Price

~~(2)~~In determining the offering price for ~~Applicable~~the ~~percentage~~shares ~~ownership~~of iscommon ~~based~~stock onand 6warrants,~~313,589~~ ~~shares~~and the exercise price of ~~Common~~the ~~Stock outstanding~~warrants, asthe Company will consider a number of ~~April~~factors including, 30but not limited to, ~~2009~~the current market price of our common stock, ~~together~~trading ~~with~~prices ~~securities~~of ~~exercisable~~our ~~or convertible~~common ~~into~~stock ~~shares~~over a period of ~~Common~~time, ~~Stock~~the ~~within~~illiquidity 60and ~~days~~volatility of ~~April~~our 30common stock prevailing market conditions, ~~2009~~our historical performance, ~~for~~our future ~~each~~prospects ~~stockholder.~~and ~~Beneficial~~the ~~ownership~~future isprospects ~~determined~~of our industry in ~~accordance~~general, ~~with~~our ~~the rules~~capital structure, estimates of our business potential and earnings prospects, the ~~Securities~~present state of our development and ~~Exchange~~an ~~Commission~~assessment of our management and ~~generally~~the ~~includes~~consideration ~~voting~~of orthe above ~~investment~~factors ~~power~~in ~~with~~relation ~~respect~~ to ~~securities.~~market ~~Shares~~valuation of ~~Common~~companies ~~Stock~~engaged ~~that~~in ~~are currently~~businesses ~~exercisable~~and oractivities ~~exercisable~~similar ~~within~~to 60ours. ~~days~~Once ofthe ~~April~~offering ~~30,~~price has ~~2009~~been determined, ~~are~~the common stock offering price and warrant offering price will remain fixed for the duration of the offering. ~~deemed~~In addition to beprevailing ~~beneficially~~market ~~owned~~conditions, bythe factors considered in determining the ~~person~~initial ~~holding~~public ~~such~~offering ~~securities~~price ~~for~~were ~~the~~our ~~purpose~~financial ofinformation, ~~computing~~our historical performance, our future prospects and the ~~percentage~~future prospects of ~~ownership~~our industry in general, our capital structure, estimates of ~~such~~our ~~person~~business potential and earnings prospects, ~~but~~the ~~are~~present ~~not~~state of our development and an assessment ~~treated~~of asour ~~outstanding~~management ~~for~~and the ~~purpose~~consideration of ~~computing~~ the ~~percentage~~above ~~ownership~~factors in relation to market valuation of companies engaged in businesses ~~any~~and ~~other~~activities ~~person~~similar to ours.

~~(3)~~It ~~For~~is also possible that after the offering, the ~~terms~~shares of ~~Voting~~common ~~Agreement~~stock ~~between~~will ~~Alon~~not ~~Carmel,~~trade ~~Nir~~in ~~Ecology~~the ~~and~~public ~~Omdan Consulting~~market ~~and~~at ~~Instruction~~or ~~Ltd~~above ~~see~~the ~~Certain~~offering ~~Relationship and Related Transactions~~price.

(4) This number represents the amount of options which become vested under Mr. Saly option agreement until June 30, 2009.

(5) This number represents the amount of options which become vested under Mr. Lifshitz option agreement until June 30, 2009.

(6) The shares are owned by Nir Ecology Ltd, a company under the control of Mr. Ben Yehuda and are held in trust for Nir Ecology by a trustee.

(7) This number represents the amount of options which become vested under Prof. Nachmias option agreement until June 30, 2009.

(8) 19,215 shares of Common Stock are owned by Shorrer International Ltd, a company under the control of Mr. Doron Shorrer. And the balance of 7,794 shares of Common Stock represents the amount of options which become vested under Mr. Shorrer’s option agreement until June 30, 2009.

(10) This number represents the amount of options which become vested under Prof. Chet option agreement until June 30, 2009.

(11) A company owned by Mr. Eitan Shmueli and his wife Mrs. Vivy Shmueli. Mr. Shmueli was the Co-Founder of Pimi and serves as Pimi’s legal Advisor in Israel. The shares owned by Omdan are held by a trustee.

DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 30,000,000 shares of common stock with $.01 par value per share. As of April 30, 2009, there were 6,313,589 shares of common stock issued and outstanding held by 37 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Action Stock Transfer Corporation.

~~SELLING SHAREHOLDERS~~ Table of Contents

~~The selling~~CHANGES ~~shareholders~~IN ~~named below are selling the securities. The table assumes~~AND ~~that~~DISAGREEMENTS ~~all~~WITH ofACCOUNTANTS ~~the~~ON ~~securities~~ACCOUNTING ~~will~~AND beFINANCIAL sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. The selling shareholders will offer their shares at $1.35 per share until the Company’s shares are quoted on the OTC Bulletin Board and, assuming this occurs, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders. These selling shareholders acquired their shares by purchase in a single private placement exempt from registration under section 4(2) of the Securities Act of 1933. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated unless otherwise stated in the footnotes below. We will not receive any proceeds from the sale of the securities by the selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers. DISCLOSURE

Stockholder	Shares of Common Stock Included in Prospectus (i)	Beneficial Ownership Before Offering (ii)	Percentage of Common Stock Before Offering (ii)	Beneficial Ownership After the Offering (iii)	Percentage of Common Stock Owned After Offering (iii)
eNitiatives – New Business Architects Ltd. (iv)(xii)	11,578	55,664	0.81%	44,086	0.64%
Erez Ravina(xii)	29,062	139,719	2.02%	110,657	1.60%
Ahiam Lifshitz(xii)	16,000	76,922	1.11%	60,922	0.88%
Shorer International Ltd. (v)(xii)	3,997	19,215	0.28%	15,218	0.22%
Yechiel Katz(xii)	11,546	55,508	0.80%	43,962	0.64%
Michael Gildengorin	22,604	70,139	1.02%	47,535	0.69%
Efi nave(xii)	7,532	144,852	2.10%	137,320	1.99%
Dany Birger(xii)	9,052	174,072	2.52%	165,020	2.39%
Lior Yaron	47,362	146,965	2.13%	99,603	1.44%
Asaf David Margalit(xii)	3,000	14,423	0.21%	11,423	0.17%
Shai Scharfstein(xii)	5,934	28,527	0.41%	22,593	0.33%
Shai Sapir Investments Ltd. (vi)(xii)	43,019	206,820	2.99%	163,801	2.37%
Galit Szolomowicz	9,194	28,528	0.41%	19,334	0.28%
Jacques Beraru (xi)(xii)	285	1,371	0.02%	1,086	0.02%
Shay Zilberman(xii)	74	354	0.005%	280	0.004%
Zeev Vider (xi)(xii)	33	161	0.002%	128	0.002%
Arieh Zinger Zamir(xii)	80	384	0.006%	304	0.004%
Moshe Mazor(xii)	1,483	7,132	0.10%	5,649	0.08%
Hagai Halevy(xii)	1,426	6,855	0.10%	5,429	0.08%
Reuven Radu Guttmann(xii)	285	1,371	0.02%	1,086	0.02%
Alon Galanti(xii)	549	2,641	0.04%	2,092	0.03%
Ephraim David(xii)	80	383	0.006%	303	0.004%
Dalya Zelikovich (x)(xii)	2,279	10,958	0.16%	8,679	0.13%
Shiran Zelikovich (x)(xii)	570	2,740	0.04%	2,170	0.03%
Dan Geiger	442	1,370	0.02%	928	0.013%
Meir Avraham Duke	88,292	273,972	3.97%	185,680	2.69%
B.M.O. Lavi Investments and Holdings 2008 Ltd. (vii)(xii)	29,193	140,351	2.03%	111,158	1.61%
Oded Feigin(xii)	13,867	66,667	0.97%	52,800	0.76%
Oran Agranat(xii)	20,800	100,000	1.44%	79,200	1.15%
EarthBound LLC (viii)	14,608	236,641	3.43%	222,033	3.21%
Faina Kronenberg	2,429	7,536	0.11%	5,107	0.07%
Edward Britt Brockman	1,216	3,773	0.06%	2,557	0.04%
William Yarmuth	6,079	18,863	0.27%	12,784	0.19%
H.H. Investment Company (ix)(xii)	1,756	8,442	0.12%	6,686	0.10%
Total	405,703	2,053,319	29.73%	1,647,616	23.85%

None

(i) These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time (and therefore, offer for resale at any one time).

(ii) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days. The percentage of shares owned by each selling stockholder is based on 6,907,775 shares issued and outstanding as of April 30, 2009, including options exercisable within 60 days of April 30, 2009.

(iii) Assumes that all securities registered will be sold.

(iv) eNitiatives is a company under the control of Mr. Reuven Marko.

(v) Shorrer International Ltd. is a company under the control of Mr. Doron Shorrer.

(vi) Shai Sapir Investments Ltd. is a company under the control of Mr. Yehoshua Hershkovitz.

(vii) B.M.O. Lavi Investments and Holdings 2008 Ltd. is a company under the control of Mr. Boaz Lavie.

(viii) Earthbound is a company under the control of Mr. Jack Dweck and 3 Sixty Inc a company whose sole shareholder is JACohen FLP (Family Limited Partnership), a corporation organized under the laws of the State of Delaware. The General Partners of the JACohen FLP are Jeffrey Cohen and Adele Cohen. For a warrant to purchase 145,985 shares of Common Stock granted to Earthbound LLC on May 3, 2009, see Investment Agreement with Earthbound LLC.

(ix) H.H. Investment Company is a company under the control of Mr. Amos Hacmun and Mr. Dor Heskia.

(x) Dalya and Shiran Zelikovich are mother and daughter.

(xi) Jacque Beraru and Zeev Vider are brothers-in-law.

(xii) An Israeli resident. The shares owned by this shareholder are held in trust by a trustee.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions or by gift. These sales may be made at fixed or negotiated prices. The selling stockholders cannot predict the extent to which a market will develop or, if a market develops, what the price of our common stock will be because there is no trading market in our common stock as of the date of this prospectus. The selling stockholders will sell shares an estimated of $1.35 per share until a public market develops for the common stock. In order for a public market to develop, a broker-dealer must make a filing with the FINRA, which oversees the over-the-counter market, including the OTC Bulletin Board. If a public market develops for the common stock, the selling stockholders may sell their shares of common stock in the public market based on the market price at the time of sale or at negotiated prices. Subject to the foregoing, the selling stockholders may use any one or more of the following methods when selling or otherwise transferring shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal

• facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately-negotiated transactions;

• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

• through the writing of options on the shares;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be "underwriters" as that term is defined under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholders, but excluding brokerage commissions or underwriter discounts.

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such Act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In the event that any of the selling stockholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling stockholders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.

PENNY STOCK

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 that a broker or dealer approve a person's account for transactions in penny stocks; and  the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 obtain financial information and investment experience objectives of the person; and  make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 sets forth the basis on which the broker or dealer made the suitability determination; and  that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OTC Bulletin Board Considerations

As discussed elsewhere in this registration statement, the Company’s common stock is not currently included for annotation on the Over the Counter Bulletin Board (“OTCBB”), and there is no public trading market. To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an FINRA Market Maker to file our application on Form 211 with the FINRA, but as of the date of this prospectus, no filing has been made.

Holders

As of April 30, 2009, the approximate number of stockholders of record of the Common Stock of the Company was 37.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation are necessary to attract and retain qualified persons as directors and officers.

Our By Laws also provide that the Board of Directors may also authorize us to indemnify our employees or agents, and to advance the reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for the indemnification of and advancement of expenses to our directors and officers. As of the date of this Registration Statement, the Board of Directors has not extended indemnification rights to persons other than directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

LEGAL MATTERS

The validity of ~~our~~the shares of common stock offered ~~hereby~~by this prospectus will be passed upon byfor ~~Sichenzia Ross~~us ~~Friedman~~by ~~Ference~~Foley Shechter LLP in the United States. Sandlapper Securities, LLC ~~New~~was ~~York~~represented by Becker & Poliakoff, ~~New~~LLP ~~York~~in the United States.

EXPERTS

~~The~~ Our consolidated ~~balance~~financial ~~sheet of Pimi and its subsidiary~~ statements as of December 31, ~~2008~~ ~~and December 31~~2012, ~~2007,~~ and ~~the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three year period ended~~ December 31, ~~2008 and for the cumulative period from January 14~~2011, ~~2004~~included ~~(date of inception) through December 31, 2008appearing~~ in this ~~prospectus and~~ registration statement have been ~~so included~~audited inby ~~reliance on the Report of~~ Fahn Kanne & Co., an independent registered public accounting ~~firm~~firms, as set forth in their report thereon appearing elsewhere herein, and are included in ~~this~~reliance ~~prospectus,~~upon such reports given on the authority of such firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

WHERE YOU CAN FIND MORE INFORMATION

~~This prospectus~~Our ~~does~~Annual ~~not~~Reports ~~contain~~on ~~all~~Form of10-K, ~~the information in the registration statement~~Quarterly ~~and~~Reports ~~the~~on ~~exhibits~~Form ~~and~~10-Q, ~~schedules~~Current ~~that~~Reports ~~were~~on ~~filed~~Form ~~with~~8-K ~~the registration statement. For further information with respect to the common stock~~ and ~~us,~~all weamendments ~~refer you~~ to ~~the~~ ~~registration~~those ~~statement~~reports ~~and the exhibits and schedules~~ that ~~were~~we ~~filed~~file with ~~the~~ ~~registration statement. Statements made in this prospectus regarding~~ the ~~contents~~ ofSecurities ~~any~~and ~~contract~~Exchange Commission, ~~agreement~~ or ~~other~~SEC, ~~document that is filed as an exhibit to the registration statement~~ are ~~not~~available ~~necessarily~~at ~~complete, and we refer you to~~ the ~~full~~SEC's ~~text~~public ofreference ~~the~~room ~~contract~~at or100 ~~other~~F ~~document~~Street, ~~filed~~N.E., asWashington, anD.C. ~~exhibit to the registration statement~~20549. AThe ~~copy of the registration statement and the~~public ~~exhibits~~may ~~and~~obtain ~~schedules~~information ~~that~~on ~~were filed with~~ the ~~registration~~operation ~~statement~~of ~~may be inspected without charge at~~ the public reference ~~facilities~~room ~~maintained~~ by calling the SEC at ~~100 F Street, N~~1-800-SEC-0330.~~E.,~~ ~~Washington,~~The ~~D.C. 20549, and at the~~ SEC's ~~regional~~also maintains ~~offices~~a website at ~~500~~www.sec.gov ~~West~~that ~~Madison~~contains ~~Street~~reports, ~~Suite~~proxy ~~1400,~~and ~~Chicago,~~information ~~Illinois~~statements ~~60661, Woolworth Building~~ and ~~233~~other ~~Broadway~~information ~~New~~regarding ~~York,~~reporting ~~New York~~companies.

4744

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

Consolidated Financial Statements

as of December 31, ~~2008~~2012

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

Consolidated Financial Statements

as of December 31, ~~2008~~2012

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements
Consolidated Balance Sheets	F-3
Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Statements of Operations and Comprehensive Loss	F-4
Statements of Changes in Shareholders’ Equity (Deficit)	F-5 – F-7
Statements of Changes in Stockholders’ Deficit	F-5 – F-11
Consolidated Statements of Cash Flows	F-8
Statements of Cash Flows	F-12
Notes to the Consolidated Financial Statements	F-9 – F-24
Notes to Consolidated Financial Statements	F-13 – F-35

F-1

~~Report~~Table of Independent Registered Public Accounting Firm To the Shareholders of PIMI AGRO CLEANTECH, INC. (A Development Stage Company) Fahn Kanne & Co. Head Office Levinstein Tower 23 Menachem Begin Road Tel-Aviv 66184, ISRAEL P.O.B. 36172, 61361 T +972 3 7106666 F +972 3 7106660 www.gtfk.co.ilContents

Report of Independent Registered Public Accounting Firm To the Stockholders of PIMI AGRO CLEANTECH, INC. (A Development Stage Company) Fahn Kanne & Co. Head Office Levinstein Tower 23 Menachem Begin Road Tel-Aviv 66184, ISRAEL P.O.B. 36172, 61361 T +972 3 7106666 F +972 3 7106660 www.gtfk.co.il

ToWe have audited the accompanying consolidated balance sheets of Pimi Agro Cleantech, Inc. (a development stage company) and subsidiary (hereinafter: the ~~Shareholders~~"Company") as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2012 and for the cumulative period from January 14, 2004 (date of inception) through December 31, 2012. These consolidated financial statements are the responsibility of the Board of Directors and management of the Company. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~PIMI~~We conducted our audits in accordance with ~~AGRO~~the ~~CLEANTECH~~standards of the Public Company Accounting Oversight Board (United States). 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, ~~INC~~nor were we engaged to perform an audit of its internal control over financial reporting. Our audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

(AIn our opinion, the consolidated financial ~~Development~~statements ~~Stage~~referred ~~Company~~to above present fairly, in all material respects, the consolidated financial position of Pimi Agro Cleantech, Inc. and subsidiary as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 and for the cumulative period from January 14, 2004 (date of inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

WeThe accompanying consolidated financial statements have ~~audited~~been ~~the~~prepared ~~accompanying~~assuming ~~consolidated~~that ~~balance~~the ~~sheets~~Company ofwill ~~Pimi~~continue ~~Agro~~as ~~Cleantech,~~a ~~Inc~~going concern. (aAs ~~development~~discussed ~~stage~~in ~~company)~~Note 1, ~~(hereinafter:~~ the "Company") ~~and~~is ~~its subsidiary~~in the development stage as ofdefined ~~December~~in FASB Accounting Standards Codification (ASC) Topic 31915, "Development ~~2008~~Stage ~~and~~Entities". ~~2007,~~It ~~and~~has ~~the~~not ~~related~~yet ~~consolidated statements~~generated ofsufficient ~~operations,~~revenues ~~statements~~from ofits ~~changes~~operations into ~~shareholders’~~fund ~~equity (deficit)~~its activities and ~~consolidated~~is ~~statements~~therefore ofdependent ~~cash~~upon ~~flows~~external sources for ~~each~~financing its operations. As of December 31, 2012, the ~~years~~Company inhas ~~the~~incurred ~~three~~accumulated ~~year~~losses ~~period~~of ~~ended December~~US$ 315,007,417, ~~2008~~stockholders' ~~and~~deficit ~~for~~of ~~the~~US$ 886,202 and cumulative ~~period~~negative operating cash flow ~~from~~of ~~January~~US$ 144,291,122. ~~2004~~These ~~(date~~factors ofamong ~~inception)~~others, ~~through~~as ~~December~~discussed in Note ~~31, 2008. These~~1 to the consolidated financial statements ~~are~~raise ~~the~~substantial ~~responsibility of~~doubt about the ~~Board~~Company’s ofability ~~Directors~~to ~~and~~continue ~~management~~as ofa ~~the~~going ~~Company~~concern. ~~Our responsibility~~ isManagement’s plans in regards to ~~express~~these anmatters ~~opinion~~are onalso ~~these~~described in Note 1. The consolidated financial statements ~~based~~do onnot ~~our~~include ~~audits~~any adjustments that might result from the outcome of this uncertainty.

~~We conducted~~FAHN ~~our~~KANNE ~~audits~~& ~~in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~CO. ~~Those~~ ~~standards~~GRANT ~~require that~~THORNTON 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.ISRAEL

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiary as of December 31, 2008 and 2007, and the consolidated results of operations, changes in shareholders’ equity (deficit) and cash flows for each of the years in the three year period ended December 31, 2008 and for the cumulative period from January 14, 2004 (date of inception) through December 31, 2008, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage as defined in Statement of Financial Accounting Standard No. 7, "Accounting and Reporting by Development Stage Enterprises". It has not yet generated sufficient revenues from its operations to fund its activities and is therefore dependent upon external sources for financing its operations. Since inception, the Company has suffered accumulated losses in an amount of US$ (1,999,147) and has a negative operating cash flow of US$ (1,811,293). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Fahn Kanne & Co.

Certified Public Accountants (Isr.)

Tel-Aviv, Israel

~~May 4~~March 25, ~~2009~~2013

F-2

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	US dollars
	US dollars (except share data)
	December 31,
		2008(*)			2007(*)
	2012			2011
ASSETS
Current Assets
Cash and cash equivalents		~~277~~33,~~410~~484			3522,~~055~~446
Accounts receivable		13138,~~240~~040			8186,~~438~~842
Other current assets (Note 3)		4629,~~602~~409			2722,~~685~~487
Total current assets		~~337~~200,~~252~~933			71231,~~178~~775
Property and Equipment, Net (Note 4)		1825,~~280~~633			1527,~~701~~559
Funds in Respect of Employee Rights Upon Retirement		2886,~~837~~270			2068,~~286~~015
Total assets		~~384~~312,~~369~~836			~~107~~327,~~165~~349
LIABILITIES, NET OF CAPITAL DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable:
Trade (Note 5A)		30141,~~906~~078			18145,~~345~~189
Other (Note 5B)		~~170~~212,~~017~~854			~~208~~167,~~973~~357
Total current liabilities		200,923			227,318
Convertible Bonds (Note 7)		187,177			174,356
Liability for employee rights upon retirement		37,261			20,286
Total current liabilities		541,109			486,902
Commitments (Note 7)
Series A Convertible preferred stock (Note 8)		571,225			-
Shareholders’ Equity (Deficit) (Note 8)
Liability for employee rights upon retirement		86,704			73,454
Total liabilities		1,199,038			560,356
Commitments (Note 9)
Stockholders’ Deficit (Note 10)
Common stocks of US$ 0.01 par value ("Common stocks"):
30,000,000 shares authorized as of December 31, 2008 and 2007; issued and outstanding 6,031,658 shares and 4,033,834 shares as of December 31, 2008 and 2007, respectively		60,316			40,338
30,000,000 shares authorized as of December 31, 2012 and 2011; issued and outstanding 8,553,587 shares and 8,541,087 shares as of December 31, 2012 and 2011, respectively		85,535			85,410
Additional paid in capital		24,~~114~~100,~~872~~695			14,~~145~~055,~~341~~026
Receipts on account of shares		-			100,000
Accumulated other comprehensive loss		(65,015	)		(61,768	)
Accumulated other comprehensive loss		(29,856	)		(29,965	)
Deficit accumulated during the development stage		(5,007,417	)		(4,311,675	)
Deficit accumulated during the development stage		(1,999,147	)		(1,396,153	)
Total stockholders' deficit		(886,202	)		(233,007	)
Total shareholders' equity (deficit)		146,185			(140,439	)
Total liabilities and stockholders’ deficit		312,836			327,349
					-
Total liabilities and shareholders’ equity (deficit)		384,369			107,165

~~(*)~~The Asaccompanying ~~described~~notes inare ~~Note~~an ~~1A,~~integral part ~~the~~of ~~financial statements were retroactively related to reflect~~ the ~~historical~~consolidated financial statements ~~of the subsidiary Pimi Agro Cleantech Ltd~~.~~, which was acquired by the Company from its shareholders on April 27, 2009.~~

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

F-3

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	US dollars
	US dollars (except share data)
	Year ended December 31,									Cumulative period from January 14, 2004 (date of inception) ~~until~~through December 31,
		2008(*)			2007(*)			2006(*)			2008(*)
	2012			2011			2010			2012(*)
Revenues		104,612			15,763			29,454			173,286
Revenues from sales of products		351,399			460,089			274,001			1,355,281
Research and development expenses (Note 9)		(515,154	)		(319,015	)		(452,004	)		(1,521,572	)
Research and development expenses (Note 11)		(689,070	)		(698,300	)		(567,115	)		(4,239,886	)
General and administrative expenses (Note 10)		(187,032	)		(190,036	)		(150,818	)		(543,520	)
General and administrative expenses (Note 12)		(295,055	)		(298,980	)		(280,499	)		(1,825,857	)
Operating loss		(~~597~~632,~~574~~726	)		(~~493~~537,~~288~~191	)		(573,~~368~~613	)		(14,~~891~~710,~~806~~462	)
Financing expenses (income), net		(5,420	)		(1,757	)		(11,813	)		(27,007	)
Financing expenses, net		(63,016	)		(69,675	)		(55,425	)		(216,621	)
Loss from continuing operation		(~~602~~695,~~994~~742	)		(~~495~~606,~~045~~866	)		(~~585~~629,~~181~~038	)		(14,~~918~~927,~~813~~083	)
Income (loss) from discontinued operation (in 2007 includes capital gain on disposal of US$ 245,574), net (Note 14)		-			153,592			(246,234	)		(80,334	)
Loss from discontinued operation, net		-			-			-			(80,334	)
Net loss for the period		(602,994	)		(341,453	)		(831,415	)		(1,999,147	)
Loss for the year		(695,742	)		(606,866	)		(629,038	)		(5,007,417	)
Loss per share from continuing operation (Note 12)		(0.12	)		(0.43	)		(4.82	)
Other comprehensive income (loss):
Earnings (loss) per share from discontinued operation (Note 12)		-			0.13			(2.03	)
Foreign currency translation adjustments		(3,247	)		8,114			(28,216	)		(65,015	)
Net loss per share (Note 12)		(0.12	)		(0.3	)		(6.85	)
Comprehensive loss for the period		(698,989	)		(598,752	)		(657,254	)		(5,072,432	)
Loss per share (basic and diluted) (Note 14)		(0.08	)		(0.07	)		(0.09	)		0

(*) As described in Note 1A, the financial statements were retroactively ~~related~~restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its ~~shareholders~~stockholders on April 27, 2009.

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

STATEMENTS OF CHANGES IN ~~SHAREHOLDERS~~STOCKHOLDERS’ ~~EQUITY (~~ DEFICIT) (*)

	US Dollars (except for share data)
	US Dollars (except share data)
	Common stock							~~Accumulated~~						Deficit
	Number of shares		Amount		Additional paid in capital			Accumulated other comprehensive income (loss)			Receipts on account of shares			~~Accumulated~~accumulated ~~deficit~~during the development stage			Total ~~shareholders~~stockholders equity (deficit)
January 14, 2004 (date of inception)		-		-		-			-			-			-			-
120,000 common stock issued for cash of US$ 0.002 per share		120,000		1,200		(932	)		-			-			-			268
Balance as of December 31, 2004		120,000		1,200		(932	)		-			-			-			268
Loss for the year		-		-		-			-			-			(223,285	)		(223,285	)
Gain on translation of subsidiary functional currency to the reporting currency		-		-		-			5,989			-			-			5,989
Other comprehensive (loss) income		-		-		-			5,989			-			-			5,989
Total comprehensive loss																		(217,296	)
Receipts on account of shares		-		-		-			-			100,000			-			100,000
Balance as of January 1, 2006		120,000		1,200		(932	)		5,989			100,000			(223,285	)		(117,028	)
Balance as of December 31, 2005		120,000		1,200		(932	)		5,989			100,000			(223,285	)		(117,028	)
Loss for the year		-		-		-			-			-			(831,415	)		(831,415	)
Loss on translation of subsidiary functional currency to the reporting currency		-		-		-			(12,748	)		-			-			(12,748	)
Other comprehensive (loss) income		-		-		-			(12,748	)		-			-			(12,748	)
Total comprehensive loss																		(844,163	)
Issuance of 25,200 common stock for cash of US$ 7.50 per share on January 2, 2006		25,200		252		188,748			-			(100,000	)		-			89,000
Issuance of 24,000 common stock for cash of US$ 7.56 per share on July 19, 2006		24,000		240		181,293			-			-			-			181,533
Issuance of 72,000 common stock for cash of US$ 7.53 per share on December 28, 2006		72,000		720		541,600			-			-			-			542,320
Issuance of 1,688 common stock for cash of US$ 8.33 per share on December 28, 2006		1,688		17		14,043			-			-			-			14,060
Receipts on account of shares		-		-		-			-			33,644			-			33,644
Balance as of December 31, 2006		242,888		2,429		924,752			(6,759	)		33,644			(1,054,700	)		(100,634	)

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

STATEMENTS OF CHANGES IN ~~SHAREHOLDERS~~STOCKHOLDERS’ ~~EQUITY (~~DEFICIT) (*) (cont.)

	US Dollars (except for share data)
	US Dollars (except share data)
	Common stock							~~Accumulated~~						Deficit
	Number of shares		Amount		Additional paid in capital			Accumulated other comprehensive income (loss)			Receipts on account of shares			~~Accumulated~~accumulated ~~deficit~~during the development stage			Total ~~shareholders~~stockholders equity (deficit)
Loss for the year		-		-		-			-			-			(341,453	)		(341,453	)
Loss on translation of subsidiary functional currency to the reporting currency		-		-		-			(23,206	)		-			-			(23,206	)
Other comprehensive (loss) income		-		-		-			(23,206	)		-			-			(23,206	)
Total comprehensive loss																		(364,659	)
Issuance of 8,708 common stock for cash of US$ 2.37 per share, 30,006 common stock for cash of US$ 3.28 per share, 7,754 common stock for cash of US$ 0.0025 per share and 591 common stock for cash of US$ 3.45 per share in April 2007		47,059		471		119,375			-			(33,644	)		-			86,202
Issuance of 6,937 common stock for cash of US$ 4.10 per share in June 2007		6,937		69		28,339			-			-			-			28,408
Issuance of 747,390 common stock for cash of US$ 0.078 per share in July 2007		747,390		7,474		51,061			-			-			-			58,535
Issuance of 996,520 common stock for cash of US$ 0.024 per share in August 2007		996,520		9,965		14,007			-			-			-			23,972
Issuance of 996,520 common stock for cash of US$ 0.024 per share in November 2007		996,520		9,965		15,212			-			-			-			25,177
Issuance of 996,520 common stock for cash of US$ 0.0026 per share in December 2007		996,520		9,965		(7,405	)		-			-			-			2,560
Receipts on account of shares		-		-		-			-			100,000			-			100,000
Balance as of December 31, 2007		4,033,834		40,338		1,145,341			(29,965	)		100,000			(1,396,153	)		(140,439	)

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

STATEMENTS OF CHANGES IN ~~SHAREHOLDERS~~STOCKHOLDERS’ ~~EQUITY (~~DEFICIT) (*) (cont.)

	US Dollars (except for share data)
	US Dollars (except share data)
	Common stock						~~Accumulated~~						Deficit
	Number of shares		Amount		Additional paid in capital		Accumulated other comprehensive income (loss)			Receipts on account of shares			~~Accumulated~~accumulated ~~deficit~~during the development stage			Total ~~shareholders~~stockholders equity (deficit)
Loss for the year		-		-		-		-			-			(602,994	)		(602,994	)
Gain on translation of subsidiary functional currency to the reporting currency		-		-		-		109			-			-			109
Other comprehensive (loss) income		-		-		-		109			-			-			109
Total comprehensive loss																	(602,885	)
Issuance of 716,589 common stock for cash of US$ 0.041 per share in February 2008		716,589		7,166		22,370		-			-			-			29,536
Issuance of 235,334 common stock for cash of US$ 0.72 per share in February 2008		235,334		2,353		166,600		-			(100,000	)		-			68,953
Issuance of 291,515 common stock for cash of US$ 0.69 per share in June 2008		291,515		2,915		197,085		-			-			-			200,000
Issuance of 310,382 common stock for cash of US$ 0.71 per share in September 2008		310,382		3,104		216,161		-			-			-			219,265
Issuance of 444,004 common stock for cash of US$ 0.74 per share in November 2008		444,004		4,440		323,548		-			-			-			327,988
Stock based compensation		-		-		43,767		-			-			-			43,767
Balance as of December 31, 2008		6,031,658		60,316		2,114,872		(29,856	)		-			(1,999,147	)		146,185

The accompanying notes are an integral part of the consolidated financial statements.

F-7

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

~~CONSOLIDATED~~ STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS’ DEFICIT (*) (cont.)

	US dollars
	US Dollars (except share data)
	Year ended December 31,									Cumulative period from January 14, 2004 (date of inception) until December 31,
	Common stock														Deficit
		2008(*)			2007(*)			2006(*)			2008(*)
	Number of shares			Amount			Additional paid in capital			Accumulated other comprehensive income (loss)			Receipts on account of shares		accumulated during the development stage			Total stockholders equity (deficit)
Cash flows from operating activities:
Loss for the year		-			-			-			-			-		(1,076,624	)		(1,076,624	)
Net loss for the period		(602,994	)		(341,453	)		(831,415	)		(1,999,147	)
Other comprehensive (loss) income		-			-			-			(11,810	)		-		-			(11,810	)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Issuance of 26,399 common stock for cash of US$ 1.33 per share in January 2009		26,399			264			34,721			-			-		-			34,985
Depreciation		7,325			5,766			2,709			16,049
Issuance of 3,373 common stock for cash of US$ 1.33 per share in March 2009		3,373			34			24,966			-			-		-			25,000
Increase in accrued severance pay		17,747			3,948			8,658			35,535
Issuance of 201,972 common stock for cash of US$ 0.73 per share in March 2009		201,972			2,020			122,980			-			-		-			125,000
Stock based compensation		43,767			-			-			43,767
Issuance of 45,328 common stock for cash of US$ 1.32 per share in March 2009		45,328			453			59,547			-			-		-			60,000
Interest from shareholders loans		-			-			(9,723	)		(2,409	)
Issuance of 4,459 common stock for cash of US$ 1.32 per share in April 2009		4,459			45			5,516			-			-		-			5,561
Changes in assets and liabilities:
Issuance of 45,328 common stock for cash of US$ 1.32 per share in June 2009		45,328			453			59,547			-			-		-			60,000
Decrease (increase) in accounts receivable		(4,988	)		(4,123	)		8,889			(12,502	)
Issuance of 40,000 common stock for cash of US$ 1.35 per share in June 2009		40,000			400			53,600			-			-		-			54,000
Increase in other current accounts		(19,718	)		(17,266	)		(94,346	)		(142,439	)
Issuance of 20,000 common stock for cash of US$ 1.35 per share in August 2009		20,000			200			26,800			-			-		-			27,000
Increase (decrease) in accounts payable – trade		13,092			(15,367	)		11,422			27,618
Issuance of 20,000 common stock for cash of US$ 1.35 per share in September 2009		20,000			200			26,800			-			-		-			27,000
Increase (decrease) in accounts payable – other		(43,863	)		141,878			35,631			141,901
Issuance of 35,000 common stock for cash of US$ 1.35 per share in October 2009		35,000			350			46,900			-			-		-			47,250
Net cash used in operating activities generated from continuing operations		(589,632	)		(226,617	)		(868,175	)		(1,891,627	)
Issuance of 45,330 common stock for cash of US$ 1.32 per share in October 2009		45,330			453			59,547			-			-		-			60,000
Net cash provided in (used in) operating activities generated from discontinued operations (in 2007 includes capital gain on disposal of US$ 245,574)		-			(153,592	)		246,234			80,334
Issuance of 54,263 common stock for cash of US$ 1.35 per share in November 2009		54,263			542			68,193			-			-		-			68,735
Net cash used in operating activities		(589,632	)		(380,209	)		(621,941	)		(1,811,293	)
Stock based compensation		-			-			91,077			-			-		-			91,077
Cash flows from investment activities:
Balance as of December 31, 2009		6,573,110			65,730			2,795,066			(41,666	)		-		(3,075,771	)		(256,641	)
Increase in funds in respect of employee rights upon retirement		(8,816	)		(3,948	)		(8,658	)		(26,604	)
Purchase of property and equipment		(9,866	)		(319	)		(19,027	)		(31,716	)
Net cash used in investment activities		(18,682	)		(4,267	)		(27,685	)		(58,320	)
Cash flows from financing activities
Credit from banking institutions		-			-			(2,730	)		(21	)
Issuance of common stock		845,744			224,661			632,629			1,703,302
Payment on account of shares		-			100,000			33,644			233,644
Loans from shareholders		-			-			14,083			194,083
Net cash provided by financing activities		845,744			324,661			677,626			2,131,008
Effect of exchange rate changes on cash and cash equivalents		4,925			6,140			6,370			16,015
Increase (decrease) in cash and cash equivalents		242,355			(53,675	)		34,370			277,410
Cash and cash equivalents at beginning of the period		35,055			88,730			54,360			-
Cash and cash equivalents at end of the period		277,410			35,055			88,730			277,410

~~Supplementary information~~The onaccompanying ~~financing~~notes ~~activities~~are ~~not~~an ~~involving~~integral ~~cash~~part ~~flows~~of the consolidated financial statements.

During 2006, the Company loans from shareholders were converted into 24,000 common stock for an amount of US$ 180,000.

During 2007, the Company loans from shareholders were converted into 52,776 common stock for an amount of US$ 14,477.

The balance as of December 31, 2006 of other current assets included US$ 14,284 with respect to shares issued to all investors (the amount was paid after balance sheet date).

The accompanying capital notes are an integral part of the consolidated financial statements.

F-8

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

~~NOTES TO~~STATEMENTS ~~THE~~OF ~~CONSOLIDATED~~CHANGES ~~FINANCIAL~~IN ~~STATEMENTS~~STOCKHOLDERS’ DEFICIT (*) (cont.)

NOTE 1 - GENERAL

	US Dollars (except share data)
	Common stock											Deficit
	Number of shares		Amount		Additional paid in capital		Accumulated other comprehensive income (loss)			Receipts on account of shares		accumulated during the development stage			Total stockholders equity (deficit)
Loss for the year		-		-		-		-			-		(629,038	)		(629,038	)
Other comprehensive (loss) income		-		-		-		(28,216	)		-		-			(28,216	)
Issuance of 3,225 common stock for cash of US$ 1.55 per share in February 2010		3,225		32		4,968		-			-		-			5,000
Issuance of 35,000 common stock for cash of US$ 1.35 per share in February 2010		35,000		350		46,900		-			-		-			47,250
Issuance of common stock and warrants, net of issuance costs in August 2010 (**)		385,108		3,851		197,215		-			-		-			201,066
Issuance of 134,121 common stock for cash of US$ 0.6 per share in December 2010		134,121		1,341		76,118		-			-		-			77,459
Amounts attributed to detachable warrants issued in connection with convertible bonds (***)		-		-		41,208		-			-		-			41,208
Beneficial conversion feature on convertible bonds (***)		-		-		41,207		-			-		-			41,207
Stock based compensation (****)		30,000		300		82,046		-			-		-			82,346
Balance as of December 31, 2010		7,160,564		71,604		3,284,728		(69,882	)		-		(3,704,809	)		(418,359	)

~~A. Pimi Agro Cleantech, Inc.~~ (~~the "Company"~~*) ~~was~~As ~~incorporated~~described onin ~~April~~Note 11A, ~~2009, under~~ the ~~laws~~financial ofstatements ~~the~~were ~~State~~retroactively ofrestated ~~Delaware.~~to Onreflect ~~April 27, 2009,~~ the ~~Company~~historical ~~acquired~~financial ~~from~~statements ~~its shareholders all~~ of the ~~issued~~subsidiary ~~and outstanding shares of~~ Pimi Agro Cleantech Ltd., ~~(hereinafter:~~which ~~"Pimi~~was ~~Israel").~~acquired Asby ~~a consideration for~~ the ~~transaction, the~~ Company ~~issued~~from its shareholders an equal number of its common stock (6,313,589 shares). As a result of the acquisition, Pimi Israel became a wholly-owned subsidiary of the Company. The transaction involves companies under common control, and accordingly, the acquisition has been accounted for at historical cost in a manner similar to a pooling of interests. On this basis, the stockholders’ ~~equity~~on has been retroactively restated to reflect the equivalent number of shares of common stock of the Company issued for the acquisition of Pimi Israel as if such shares were issued at the dates they were issued by Pimi Israel to its shareholders. The historical financial statements prior to April 27, 2009 ~~reflect the activities of Pimi Israel~~.

Pimi Israel was incorporated in 2004 and commenced its operations in 2005. Pimi Israel develops, produces and markets products for improving the quality and extending the shelf-life of fruits and vegetables. Since its inception, Pimi Israel has devoted substantially all of its efforts to business planning, research and development and raising capital, and has not yet generated significant revenues. Accordingly, Pimi Israel is considered to be in the development stage as defined in Statement of Financial Accounting Standards (~~"SFAS"~~**) ~~No.~~See 7,Note ~~"Accounting and Reporting by Development Stage Enterprises"~~10G. B. The development and commercialization of Pimi Israel's product will require substantial expenditures. Pimi Israel has not yet generated sufficient revenues from its operations to fund its activities, and is therefore dependent upon external sources for financing its operations. There can be no assurance that Pimi Israel will succeed in obtaining the necessary financing to continue its operations. Since inception, Pimi Israel has suffered accumulated losses in an amount of US$ (1,999,147) and has a negative operating cash flow of US$ (1,811,293). These factors raise substantial doubt about Pimi Israel's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

C.(***) ~~The~~See ~~consolidated~~Note ~~financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP")~~7.

~~D. Risk factors The Company and Pimi Israel~~ (~~the "Group"~~****) ~~have~~Including aUS$ ~~limited operating history and faces a number of risks~~24,850 ~~including~~with ~~uncertainties~~respect regarding finalization of the development process, demand and market acceptance of the Group's products, the effects of technological change, competition and the development of other new products. Additionally, other risk factors also exist, such as the ability to ~~manage growth and~~ the ~~effect~~issuance of ~~planned expansion of operations on the Group's future results. In addition~~30,000 ~~the~~common ~~Group~~stock ~~expects~~ to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a ~~going~~service ~~concern depends on the receipt of additional funding from its shareholders and investors~~provider.

~~E. Use of estimates in the preparation of financial statements~~ The ~~preparation~~accompanying ofnotes ~~consolidated~~are ~~financial~~an ~~statements~~integral inpart ~~conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and~~ the ~~disclosure of contingent assets and liabilities at the date of the~~ consolidated financial statements~~, and the reported amounts of revenues and expenses during the reporting periods~~. ~~Actual results could differ from those estimates~~

F-9

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

~~NOTES TO~~STATEMENTS ~~THE~~OF ~~CONSOLIDATED~~CHANGES ~~FINANCIAL~~IN ~~STATEMENTS~~STOCKHOLDERS’ DEFICIT (*) (cont.)

NOTE 2		SIGNIFICANT ACCOUNTING POLICIES
		US Dollars (except share data)
	A.	Functional currency and translation to the reporting currency
		Common stock												Deficit
		The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. The functional currency of its foreign subsidiary is the New Israeli Shekel ("NIS"). The financial statements of the subsidiary were translated into U.S. dollars in accordance with the principles set forth in SFAS No. 52 of the U.S. Financial Accounting Standards Board ("FASB"). Accordingly, assets and liabilities were translated from NIS to U.S. dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in shareholders' equity, under “accumulated other comprehensive income (loss)”. Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses.
		Number of shares		Amount		Additional paid in capital			Accumulated other comprehensive income (loss)			Receipts on account of shares		accumulated during the development stage			Total stockholders equity (deficit)
Loss for the year			-		-		-			-			-		(606,866	)		(606,866	)
Other comprehensive (loss) income			-		-		-			8,114			-		-			8,114
Issuance of 125,000 common stock and warrants for cash of US$ 0.8 per share in January 2011			125,000		1,250		98,750			-			-		-			100,000
Issuance of 125,000 common stock and warrants for cash of US$ 0.8 per share in February 2011			125,000		1,250		98,750			-			-		-			100,000
Issuance of 250,000 common stock and warrants for cash of US$ 0.8 per share in March 2011			250,000		2,500		197,500			-			-		-			200,000
Issuance of 368,750 common stock and warrants for cash of US$ 0.8 per share in April 2011			368,750		3,688		291,312			-			-		-			295,000
Issuance of 125,000 common stock and warrants for cash of US$ 0.8 per share in May 2011			125,000		1,250		98,750			-			-		-			100,000
Issuance of 12,500 common stock and warrants for cash of US$ 0.8 per share in September 2011			12,500		125		9,875			-			-		-			10,000
Issuance of 62,500 common stock and warrants, and payment of US$ 50,000 in cash as equity issuance costs (see Note 10O)			62,500		625		(50,625	)		-			-		-			(50,000	)
Exercise of options			311,773		3,118		-			-			-		-			3,118
Stock based compensation			-		-		25,986											25,986
Balance as of December 31, 2011			8,541,087		85,410		4,055,026			(61,768	)		-		(4,311,675	)		(233,007	)

	Year ended December 31,
	2008		2007		2006
Official exchange rate of NIS 1		0.263		0.260		0.237

(*)

As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.

~~B. Principles of consolidation~~ The ~~consolidated~~accompanying ~~financial~~notes ~~statements~~are ~~include~~an ~~the~~integral ~~accounts~~part of the ~~Company~~consolidated ~~and~~financial ~~its subsidiary~~statements. All significant intercompany balances and transactions have been eliminated on consolidation. As described in Note 1A above, the acquisition of Pimi Israel has been accounted for in a manner similar to a pooling of interests at historical cost

C. Cash and cash equivalents The Group considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents.

	D.	Property and equipment
		1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When asset are retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations
		2. Rates of depreciation:

		%
	Computers	33
	Furniture and office equipment	7-15

F-10

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

~~NOTES TO~~STATEMENTS ~~THE~~OF ~~CONSOLIDATED~~CHANGES ~~FINANCIAL~~IN ~~STATEMENTS~~STOCKHOLDERS’ DEFICIT (*) (cont.)

NOTE 2	-	SIGNIFICANT ACCOUNTING POLICIES (cont.)
		US Dollars (except share data)
	E.	Impairment of long-lived assets
		Common stock											Deficit
		The Group's long-lived assets are reviewed for impairment in accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. The Group have not recorded any impairment losses in the reported periods.
		Number of shares		Amount		Additional paid in capital		Accumulated other comprehensive income (loss)			Receipts on account of shares		accumulated during the development stage			Total stockholders equity (deficit)
	F.	Deferred income taxes
Loss for the year			-		-		-		-			-		(695,742	)		(695,742	)
		The Group accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". According to SFAS No. 109, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the tax rates expected to be in effect at the time when these differences reverse. Valuation allowances in respect of the deferred tax assets are provided for if, based upon the weight of available evidence, it is more likely than not that all or a portion of the deferred income tax assets will not be realized.
Other comprehensive loss			-		-		-		(3,247	)		-		-			(3,247	)
	G.	Liability for employee rights upon retirement
Issuance of 12,500 common stock and warrants for cash of US$ 0.8 per share in March 2012			12,500		125		9,875		-			-		-			10,000
		Pimi Israel's liability for employee rights upon retirement with respect to its Israeli employees is calculated, pursuant to Israeli severance pay law, based on the most recent salary of each employee multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month's salary for each year of employment, or a portion thereof. Pimi Israel makes monthly deposits to insurance policies and severance pay funds. The liability of the Company is fully provided for.
Stock based compensation			-		-		35,794		-			-		-			35,794
		The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial profits/losses.
Balance as of December 31, 2012			8,553,587		85,535		4,100,695		(65,015	)		-		(5,007,417	)		(886,202	)
		Severance expenses for the years ended December 31, 2008, 2007 and 2006, amounted to US$ 17,747, US$ 3,948 and US$ 8,658, respectively.
	H.	Revenue recognition
		Revenues are recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, Revenue recognition when delivery has occurred and, where applicable, after installation has been completed, there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured and no further obligations exist. Revenues from sales are recognized when title and risk and rewards for the products are transferred to the customer, net of provisions for estimated returns and discounts.
	I.	Research and development costs
		The Group accounts for research and development costs in accordance with the SFAS No. 2, "Accounting for Research and Development Costs". Under SFAS 2, all research and development costs must be expensed as incurred. Grants received from the Government of Israel for development of approved projects are recognized as a reduction of expenses when the related costs are incurred (see also J. below).

(*)

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

F-11

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

~~NOTES TO THE~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS ~~(cont.)~~OF CASH FLOWS

NOTE 2	-	SIGNIFICANT ACCOUNTING POLICIES (cont.)
		US dollars
	J.	Royalty-bearing grants
		Year ended December 31,									Cumulative period from January 14, 2004 (date of inception) through December 31,
		Royalty-bearing grants from the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of Israel (the "OCS") for funding approved research and development projects are recognized at the time Pimi Israel is entitled to such grants, on the basis of the costs incurred and included as a reduction of research and development costs. Research and development grants recognized in 2008 and 2007 amounted to US$ 30,505 and US$ 91,248, respectively (cumulative since inception US$ 121,753). As of December 31, 2008, the Company has not accrued any royalties, since no revenues were recognized in respect of the funded project.
		2012			2011			2010			2012(*)
	K.	Earning per share
Cash flows from operating activities:
		Basic earning (loss) per share are computed by dividing net income (loss) by the weighted average number of shares outstanding during the year. In computing diluted earning per share, basic earning per share are adjusted to reflect the potential dilution that could occur upon the exercise of options issued using the treasury stock method, if their effect is dilutive.
Loss for the period			(695,742	)		(606,866	)		(629,038	)		(5,007,417	)
	L.	Stock-based compensation
Adjustments to reconcile net loss for the period to net cash used in operating activities:
		The Group applies the provisions of SFAS No. 123R, "Share Based Payment" ("SFAS 123R"), which requires all share-based payments, including grants of stock options, to be recognized in the statement of operations as an operating expense, based on the fair value of the award on the date of grant. The fair value of stock-based compensation is estimated using the Black Scholes option-pricing model. The Group has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with EITF No. 96-18 "Accounting for Equity Instruments that are Issued to other than Employees for Acquiring or in connection with Selling Goods or Services".
Depreciation			7,368			8,693			7,433			47,053
	M.	Discontinued operations
Increase in liability for employee rights upon retirement			11,169			18,802			8,485			84,195
		Under SFAS 144, "Accounting for the Impairment or Disposal of long-lived Assets" when a component of an entity, as defined in SFAS 144, has been disposed of or is classified as held for sale, the results of its operations, including the gain or loss on its disposal should be classified as discontinued operations and the assets and liabilities of such component should be classified as assets and liabilities attributed to discontinued operations. The operations, assets and liabilities of the component (see Note 14) have been eliminated from the Group's operations and the Group will no longer have any significant continuing involvement in the operations of the component.
Stock based compensation			35,794			25,986			82,346			278,970
	N.	Comprehensive income (loss)
Interest on convertible bonds			12,821			48,086			42,340			103,247
		Comprehensive income (loss), presented in shareholders' equity, includes, in addition to net income (loss), translation gains and losses from the translation of subsidiary functional currency to the reporting currency.
Interest on stockholders loans			-			-			-			(2,409	)
Issuance costs of convertible preferred stock			62,600			-			-			62,600
Change in fair value of convertible preferred stock			(54,775	)		-			-			(54,775	)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable			51,588			(71,796	)		(91,634	)		(140,825	)
Decrease (increase) in other current assets			(6,198	)		29,706			(18,700	)		(123,705	)
Increase (decrease) in accounts payable – trade			(7,304	)		(8,335	)		103,167			136,143
Increase (decrease) in accounts payable – other			41,685			(104,451	)		64,714			245,467
Net cash used in operating activities generated from continuing operations			(540,994	)		(660,175	)		(430,887	)		(4,371,456	)
Net cash provided in operating activities generated from discontinued operations			-			-			-			80,334
Net cash used in operating activities			(540,994	)		(660,175	)		(430,887	)		(4,291,122	)
Cash flows from investment activities:
Increase in funds in respect of employee rights upon retirement			(16,146	)		(11,156	)		(15,899	)		(82,810	)
Purchase of property and equipment			(4,870	)		(1,709	)		(17,262	)		(69,230	)
Net cash used in investment activities			(21,016	)		(12,865	)		(33,161	)		(152,040	)
Cash flows from financing activities:
Credit from banking institution			-			(62,632	)		50,924			(2,615	)
Issuance of convertible preferred stock, net			563,400			-			-			563,400
Proceeds from issuance of common stock and warrants			10,000			758,118			253,316			3,319,267
Payment on account of shares			-			-			-			233,644
Proceeds from issuance of convertible bonds and warrants, net			-			-			159,808			159,808
Proceeds from loans from stockholders			-			-			-			194,083
Net cash provided by financing activities			573,400			695,486			464,048			4,467,587
Effect of exchange rate changes on cash and cash equivalents			(352	)		-			-			9,059
Increase (decrease) in cash and cash equivalents			11,038			22,446			-			33,484
Cash and cash equivalents at beginning of the period			22,446			-			-			-
Cash and cash equivalents at end of the period			33,484			22,446			-			33,484

Supplementary information on financing activities not involving cash flows:

During December 2010, the Company issued 134,121 shares of common stock to its stockholders in respect of accounts payable in an amount of US$ 77,459.

(*)

The accompanying notes are an integral part of the consolidated financial statements.

F-12

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

NOTES TO ~~THE~~ CONSOLIDATED FINANCIAL STATEMENTS ~~(cont.)~~

NOTE 2	-	SIGNIFICANT ACCOUNTING POLICIES (cont.)
	O.	Recently issued accounting pronouncements

NOTE 1 - GENERAL

~~SFAS 141~~A. Pimi Agro Cleantech, Inc. (Rthe "Company") was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders all of the issued and outstanding shares of Pimi Agro Cleantech Ltd. (hereinafter: "~~Business~~Pimi ~~Combinations~~Israel"), including preferred and ordinary shares. As a consideration for the transaction, the Company issued its stockholders an equal number of its common stock (6,313,589 shares). As a result of the acquisition, Pimi Israel became a wholly-owned subsidiary of the Company. The transaction involved companies under common control, and accordingly, the acquisition has been accounted for at historical cost in a manner similar to a pooling of interests. On this basis, the stockholders’ equity has been retroactively restated to reflect the equivalent number of shares of common stock of the Company issued for the acquisition of Pimi Israel as if such shares were issued at the dates they were issued by Pimi Israel to its stockholders on the basis of 1 common stock for each 1 preferred share or 1 ordinary share of Pimi Israel. The historical financial statements prior to April 27, 2009 were retroactively restated to reflect the activities of Pimi Israel.

~~In December~~Pimi ~~2007,~~Israel ~~the~~was ~~FASB~~incorporated ~~issued~~in ~~SFAS~~2004 ~~141(R),~~and ~~“Business~~commenced ~~Combinations”.~~its ~~This Statement~~operations ~~will~~in ~~replace~~2005. ~~SFAS~~Pimi ~~141~~Israel develops, ~~“Business~~produces ~~Combinations” (“SFAS~~and ~~141(R)”).~~markets ~~SFAS~~products ~~141(R)~~for ~~retains~~improving the ~~fundamental~~quality ~~requirements~~and ofextending ~~SFAS 141 with respect to~~ the ~~implementation~~shelf-life of ~~the~~fruits ~~acquisition~~and ~~method~~vegetables. ofSince ~~accounting~~its ~~(“the purchase~~inception, ~~method”)~~Pimi ~~for~~Israel ~~all~~has ~~business~~devoted ~~combinations~~substantially ~~and~~all ~~for the identification~~ of ~~the~~ ~~acquirer~~its ~~for~~efforts ~~each~~to business ~~combination. This~~planning, ~~Statement~~research ~~also establishes~~and ~~principles~~development and ~~requirements~~raising ~~for~~capital, ~~how the acquirer recognizes~~ and ~~measures~~ inhas ~~its~~not ~~financial~~yet ~~statements~~generated ~~the~~significant ~~identifiable~~revenues. ~~assets acquired~~Accordingly, ~~the liabilities~~Pimi ~~assumed,~~Israel and ~~any noncontrolling interest in~~ the ~~acquiree~~Company (collectively, ~~how~~ the ~~acquirer~~ ~~recognizes~~"Group") ~~and~~are ~~measures~~considered ~~the~~to ~~goodwill~~be ~~acquired~~ in ~~a business combination and~~ the ~~disclosure~~development ~~requirements~~stage toas ~~enable~~defined ~~users~~in ofFASB ~~the~~Accounting ~~financial~~Standards ~~statements~~Codification ~~to evaluate~~(ASC) ~~the~~Topic ~~nature~~915, ~~and~~"Development ~~financial~~Stage ~~effects of the business combination~~Entities".

~~SFAS 141(R)~~In ~~will~~February ~~apply prospectively to business combinations for which the acquisition date is on or after December 15~~2010, ~~2008 (January 1, 2009 for~~ the ~~Group). Early~~ ~~adoption~~Company's ofcommon ~~SFAS~~stock ~~141(R)~~began isquotation ~~prohibited. The Group~~on ~~has not yet evaluated this statement for~~ the ~~impact,~~OTC ifBulletin ~~any,~~Board ~~that~~under ~~it will have on~~ the ~~financial~~symbol ~~position and results of operations on the Group~~"PIMZ.OB".

~~SFAS 160,~~B. ~~"Noncontrolling~~Going ~~Interests~~concern ~~in Consolidated Financial Statements"~~uncertainty

InSince its ~~December~~incorporation ~~2007~~(April 1, 2009), the ~~FASB~~Company ~~issued~~has ~~SFAS~~not ~~160,~~had ~~“Noncontrolling~~any ~~Interests~~operations ~~in Consolidated~~other ~~Financial~~than ~~Statements”~~those ~~(“SFAS~~carried ~~160”).~~out ~~This~~by ~~Statement~~Pimi ~~amends ARB~~Israel. 51The development and ~~establishes~~commercialization ~~accounting~~of ~~and~~Pimi ~~reporting~~Israel's ~~standards~~products ~~for~~will ~~the~~require ~~noncontrolling (minority)~~substantial ~~interest~~expenditures. inPimi aIsrael ~~subsidiary~~ and ~~for~~ the ~~deconsolidation~~Company ofhave anot ~~subsidiary.~~yet ~~SFAS~~generated ~~160~~sufficient ~~clarifies~~revenues ~~that~~from atheir ~~noncontrolling~~operations ~~interest~~to infund athe ~~subsidiary~~Group isactivities, ~~an ownership~~and ~~interest~~are intherefore ~~the~~dependent ~~consolidated~~upon ~~entity~~external ~~that~~sources for ~~should~~financing betheir ~~reported~~operations. asThere ~~equity in~~can ~~the~~be ~~consolidated~~no ~~financial~~assurance ~~statements.~~that ~~SFAS~~Pimi ~~160~~Israel isand ~~effective~~the ~~for~~Company ~~fiscal~~will ~~years beginning~~succeed onin orobtaining ~~after~~the ~~December~~necessary financing ~~15,~~to ~~2008~~continue ~~(January~~their 1,operations. ~~2009~~Since ~~for~~inception, the ~~Group). Early~~ ~~adoption~~Company of(and ~~SFAS~~Pimi ~~160~~Israel) ~~is prohibited. The Group~~ has ~~not~~incurred ~~yet~~accumulated ~~determined~~losses ~~the~~of ~~impact~~US$ 5, ~~if any~~007,417, stockholders' ~~that~~deficit ~~SFAS~~of ~~160~~US$ 886,202 ~~will~~and ~~have~~cumulative onnegative ~~its financial~~operating ~~position~~cash ~~and~~flow ~~results~~ of ~~operations~~US$ 4,291,122.

~~SFAS No. 162,~~During ~~"The Hierarchy of Generally Accepted Accounting Principles" In May 2008~~2012, ~~the FASB~~ ~~issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies~~ the ~~sources~~Group ofraised ~~accounting~~funds ~~principles~~via ~~and~~issuance ~~the framework for selecting the principles to be used in the preparation~~ of ~~financial~~convertible ~~statements of~~preferred ~~nongovernmental~~stock ~~entities that are presented~~ in ~~conformity~~a ~~with~~total ~~generally accepted~~amount ~~accounting principles in the United States (the GAAP hierarchy). SFAS 162 is effective sixty days following the SEC's approval~~ of PCAOB amendments to AU Section 411, "The Meaning of 'Present Fairly in Conformity With Generally Accepted Accounting Principles'". The Group is currently adhere to the hierarchy of GAAP as presented in SFASUS$ ~~162~~563,400 ~~and~~(net ~~the adoption is not expected to have a material impact on the financial position and results~~ of ~~operations~~ onrelated ~~the Group~~expenses).

The Company will need to secure additional capital in the future in order to meet its anticipated liquidity needs. The Company would expect to secure additional capital primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Company on acceptable terms, if at all, and the Company cannot give assurance that it will be successful in securing such additional capital.

The Company focuses its solutions towards vegetables and fruits which are considered the largest in terms of worldwide consumption. Among other things, the Company tries to cooperate with major fruit packing houses in Israel and abroad.

These factors raise substantial doubt about Pimi Israel and the Company's ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-13

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

NOTES TO ~~THE~~ CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 1 - GENERAL ~~3 OTHER CURRENT ASSETS~~(cont.)

	US dollars
	December 31,
	2008		2007
Prepaid expenses		9,546		12,496
Government of Israel – including participation in research and development expenses		28,754		15,189
Advances to suppliers		8,302		-
		46,602		27,685

Risk factors

~~NOTE~~The 4Company -and ~~PROPERTY~~Pimi ~~AND~~Israel (collectively, ~~EQUIPMENT~~the "Group") face a number of risks, ~~NET~~including uncertainties regarding finalization of the development process, demand and market acceptance of the Group's products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group's future results.

	US dollars
	December 31,
	2008			2007
Computers		18,913			16,992
Furniture and office equipment		15,976			8,296
		34,889			25,288
Less – accumulated depreciation		(16,609	)		(9,587	)
		18,280			15,701

In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts.

InAs mentioned above, the Group ~~years~~has ~~ended~~not ~~December 31,~~yet ~~2008,~~generated ~~2007~~significant ~~and~~revenues ~~2006,~~from ~~depreciation~~its ~~was US$ 7,325,~~operations ~~US$ 5,766~~to ~~and~~fund ~~US$ 2,709,~~its ~~respectively~~activities, and ~~additional~~therefore the continuance of its activities ~~equipment~~as ~~was~~a ~~purchased~~going inconcern andepends ~~amount~~on the receipt of ~~US$ 9,866,~~additional ~~US$ 319~~funding from its current stockholders and ~~US$ 19,027,~~ ~~respectively~~investors or from third parties.

NOTE 2 - SUMMARY 5OF -SIGNIFICANT ~~ACCOUNTS~~ACCOUNTING ~~PAYABLE~~POLICIES

A.The ~~Trade~~consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

	US dollars
	December 31,
	2008		2007
Open accounts		14,344		11,983
Checks payable		16,562		6,362
		30,906		18,345

Functional currency and translation to the reporting currency

BThe functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. ~~Other~~The functional currency of its foreign subsidiary is the New Israeli Shekel ("NIS").

	US dollars
	December 31,
	2008			2007
Employees and related institutions		100,368			149,881
Accrued expenses		69,649			59,092
		170,017	(*)		208,973	(*)
(*)Related parties		112,563			56,550

The financial statements of the subsidiary were translated into US dollars in accordance with the relevant standards of the Financial Accounting Standards Board ("FASB"). Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year.

Gains or losses resulting from translation adjustments are reflected in stockholders' deficit, under “accumulated other comprehensive income (loss)”.

Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statements of operations, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses.

	Year ended December 31,
	2012	2011	2010
Official exchange rate of NIS 1 to US dollar	0.268	0.262	0.282

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.

As described in Note 1A above, the acquisition of Pimi Israel has been accounted for in a manner similar to a pooling of interests at historical cost.

F-14

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

NOTES TO ~~THE~~ CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 - SUMMARY 6OF -SIGNIFICANT ~~LINES~~ACCOUNTING OFPOLICIES ~~CREDIT~~(cont.)

~~Unutilized~~C. ~~short-term~~Use ~~lines~~ of ~~credit~~estimates ofin the ~~Company~~preparation ~~and its subsidiary as~~ of ~~December 31,~~ ~~2008,~~financial ~~aggregated to NIS 117,000 (US$ 30,773).~~statements

~~NOTE~~The 7preparation -of ~~COMMITMENTS~~consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

A.As ~~Pimi~~applicable ~~Israel is committed~~ to ~~pay~~these ~~royalties~~consolidated financial ~~to the Chief Scientist of the Israeli Ministry of Industry~~statements, ~~Trade and Labor on~~ the ~~proceeds~~most ~~from~~significant ~~sales~~estimates ~~of systems resulting from research~~ and ~~development~~assumptions ~~projects~~relate into ~~which~~ the ~~Office~~fair ofvalue ~~the~~estimate ~~Chief Scientist ("OCS") participates by way~~ of ~~grants. In~~ the ~~first~~Series 3A ~~years~~Convertible preferred ofstock ~~sales the Company shall pay 3% out of the sales of the product which was developed under the research~~ and ~~development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% in the first 3 years of sales up~~ to ~~100% of~~ the ~~amount~~going ofconcern ~~grants received plus interest at LIBOR~~assumption. Pimi Israel is entitled to the grants only upon incurring research and development expenditure. There were no future performance obligations related to the grants received from the OCS. As of December 31, 2008, the contingent liabilities with respect to grants received from the OCS, subject to repayment under these royalty agreements on future sales is NIS 484,429 (US$121,753), not including interest.

BD. OnCash ~~December~~and ~~31,~~cash 2008, the Company currently leases office space at Kibbutz Alonim. The Company currently pays monthly rent of NIS 2,100 (US$552) plus VAT per month pursuant to a 12 month lease with an option to an additional 12 month period.equivalents

C.The OnGroup considers ~~January~~all 9,short-term ~~2008~~investments, ~~Pimi~~which ~~Israel~~are ~~signed~~highly aliquid ~~Consulting~~investments ~~Agreement~~ with ~~the~~original ~~Center~~maturities ~~for~~of ~~Potato~~three ~~Research~~months inor aless ~~Warm~~at ~~Climate Ltd. (~~the date ~~"Center") which is controlled by Pimi members~~ of ~~the Advisory board. Under the Agreement~~purchase, ~~Pimi Israel is obligated~~ to ~~pay a consulting fee in an amount of NIS 10,000 (US$2,630) a month plus VAT against a tax invoice to the Center. Following a capital raise by Pimi Israel, the monthly consultancy fee shall~~ be ~~NIS~~cash ~~12,000 (US$3,156) a month~~equivalents. ~~The consultancy period is for three years commencing January 1, 2008 and may be extended.~~

DE. ~~See~~Property ~~Note 15A~~ and ~~15B.~~equipment

~~NOTE~~1. 8Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line ~~SHARE~~method ~~CAPITAL~~over the estimated useful lives of the assets. When asset are retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations.

A2. ~~Description~~Rates of ~~the rights attached to the Shares in the Company~~depreciation:

	%
Computers	33
Furniture and office equipment	7-15

Impairment of long-lived assets

The Group's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. The Group has not recorded any impairment losses in the reported periods.

Deferred income taxes

Deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the tax rates expected to be in effect at the time when these differences reverse. Valuation allowances in respect of the deferred tax assets are provided for if, based upon the weight of available evidence, it is more likely than not that all or a portion of the deferred income tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes. However, the Company did not recognize such items in its financial statements for any of the reported periods and did not recognize any liability with respect to unrecognized tax positions in its balance sheets.

F-15

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

NOTES TO ~~THE~~ CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 - SUMMARY 8OF -SIGNIFICANT ~~SHARE~~ACCOUNTING ~~CAPITAL~~POLICIES (cont.)

BH. ~~Stock-option~~Liability ~~plan~~for ofemployee ~~Pimi~~rights ~~Israel~~upon retirement

~~In January 2008,~~ Pimi Israel~~’s Board of Directors ("Pimi Israel~~'s ~~Board") approved~~liability afor ~~stock~~employee ~~option~~rights ~~plan~~upon ~~for~~retirement ~~the~~with ~~grant,~~respect ~~without~~to ~~consideration~~its ~~("Pimi~~Israeli ~~Israel's~~employees ~~plan")~~is calculated, ofpursuant up to ~~623,547 options~~ ~~("Pimi Israel's~~Israeli ~~Options"),~~severance ~~exercisable~~pay ~~into 623~~law,~~548~~ ~~ordinary~~based ~~shares~~on ~~of NIS 0.01~~the ~~par~~most ~~value~~recent salary of ~~Pimi~~each ~~Israel~~employee tomultiplied ~~employees~~by ~~officers~~the ~~and~~number ~~directors~~ of ~~Pimi~~ ~~Israel. The~~years ~~exercise~~of ~~price~~employment, ~~and~~as ~~vesting~~of ~~period~~the ~~for~~balance ~~each~~sheet ~~grantee of~~date. ~~Options~~Employees ~~will~~are beentitled ~~determined~~to byone ~~Pimi Israel~~month's ~~Board~~salary ~~and~~for ~~specified~~each inyear ~~such grantee's~~of ~~option~~employment, ~~agreement. The~~or ~~options~~a ~~will~~portion ~~vest~~thereof. ~~over~~Pimi aIsrael ~~period~~makes ~~of 1-16~~monthly ~~quarters~~deposits ~~based~~to oninsurance ~~each~~policies ~~grantee's~~and ~~option~~severance ~~agreements~~pay funds. ~~Any~~ ~~option not~~The ~~exercised~~liability ~~within~~of ~~10 years after~~ the ~~date~~Company ofis ~~grant~~fully ~~thereof expires~~provided for.

OnThe ~~the April~~deposited ~~27,~~funds ~~2009,~~include ~~following~~profits ~~the~~accumulated ~~acquisition~~up ofto ~~Pimi Israel,~~ the ~~Company~~balance ~~adopted the~~sheet ~~2009~~date. ~~Share~~The ~~Incentive~~deposited ~~Plan~~funds ~~(the~~may ~~"2009~~be ~~Share~~withdrawn ~~Incentive~~upon ~~Plan"), pursuant to which~~ the ~~Company's~~fulfillment ~~Board~~ of ~~Directors~~the isobligation ~~authorized~~pursuant to ~~grant~~Israeli upseverance topay ~~3,000,000 options,~~laws ~~exercisable~~or ~~into~~labor ~~3,000,000 shares of the Company~~agreements. The ~~purpose~~ value of the ~~2009~~deposited ~~Share~~funds ~~Incentive Plan~~ is tobased ~~offer~~on anthe ~~incentive~~cash tosurrender ~~employees, directors,~~value ~~officers,~~of ~~consultants,~~these ~~advisors~~policies, ~~suppliers~~ and ~~any~~includes ~~other~~immaterial ~~person or entity whose services are considered valuable to the Company, as well as to replace the Pimi Israel Plan~~profits/losses.

~~Upon~~Severance ~~the adoption~~expenses offor the ~~2009~~years ~~Share~~ended ~~Incentive~~December ~~Plan~~31, ~~all~~2012, ~~options~~2011 ~~granted~~and ~~under~~2010, ~~the~~amounted ~~Pimi Israel Plan were replaced by options subject~~ to ~~the~~US$ ~~2009~~11,169, ~~Share~~US$ ~~Incentive~~18,802 ~~Plan~~and ~~on a~~US$ ~~1 for 1 basis (561~~8,~~191~~485, ~~options were replaced)~~respectively.

~~As of December 31, 2008, 436,482 options out of Pimi Israel's plan have been granted to employees and 124,709 options to non-employees~~I. As ~~stated above,~~Revenue ~~all such options were replaced to options of the Company and are subject to the 2009 Share Incentive Plan. (See D. and E. below).~~recognition

~~The non-cash~~Revenues ~~compensation~~are ~~relating~~recognized towhen ~~options~~delivery ~~granted~~has tooccurred ~~employees~~ and ~~directors~~there ~~was US$ 41,107~~is ~~during~~persuasive ~~the~~evidence ~~period~~of ~~ended~~an ~~December 31~~agreement, ~~2008~~the ~~(of~~fee ~~which US$ 28,697~~is ~~was~~fixed ~~charged~~or todeterminable ~~research~~ and ~~development~~collection ~~expenses~~of ~~and US$ 12,410~~the ~~was~~related ~~charged~~receivables tois ~~general~~reasonably assured and ~~administrative expenses)~~no further obligations exist.

~~The~~Revenues ~~remaining~~from ~~amount~~sales of ~~approximately~~products ~~US$ 64,029~~are ~~will~~recognized bewhen ~~charged~~title toand ~~the statements~~risk ofand ~~operations~~rewards infor ~~future~~the ~~periods~~products ~~over~~are ~~the~~transferred ~~vesting~~to ~~period~~the ~~(15 quarters)~~customer.

~~The fair value of options granted under the plan was estimated at the date of grant using the Black-Scholes option pricing model~~J. ~~The~~ ~~following~~Research ~~are the data~~ and ~~assumptions~~development ~~used:~~costs

Dividend yield (%)	0
Expected volatility (%)	50
Risk free interest rate (%)	3
Expected term of options (years)	5-7	(*)
Exercise price (US dollars)	0.01/0.72
Share price (US dollars)	0.2/0.72
Fair value (US dollars)	0.19-0.26

Research and development expenses are charged to operations as incurred. Grants received from the Government of Israel for development of approved projects are recognized as a reduction of expenses when the related costs are incurred (see also K. below).

Royalty-bearing grants

Royalty-bearing grants from the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of the State of Israel (the "OCS") for funding approved research and development projects are recognized at the time Pimi Israel is entitled to such grants, on the basis of the costs incurred and included as a reduction of research and development costs. The cumulative research and development grants recognized since inception amount to US$ 121,753.

As of December 31, 2012, the Company has not accrued any royalties, since no revenues were recognized in respect of the funded projects.

Loss per share

Basic loss per share is computed by dividing loss by the weighted average number of common shares outstanding during the year.

In computing diluted loss per share, basic losses per share are adjusted to reflect the potential dilution that could occur upon the exercise of options issued or granted using the treasury stock method and upon the conversion of convertible bonds and Series A Convertible preferred stock using the if-converted method. The effect of such exercise or conversion is considered dilutive in all the reported periods.

F-16

Table of Contents

PIMI AGRO CLEANTECH, INC.

(A Development Stage Company)

NOTES TO ~~THE~~ CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 - SUMMARY 8OF -SIGNIFICANT ~~SHARE~~ACCOUNTING ~~CAPITAL~~POLICIES (cont.)

BM. Stock-~~option~~based ~~plan of Pimi Israel (cont.)~~compensation

~~The~~Stock ~~following~~based ~~table~~compensation ~~presents~~to employees ais ~~summary~~recognized in the statement of operations as an operating expense, based on the ~~status~~fair value of the ~~grants~~award toon ~~employees~~the ~~and~~date of ~~directors~~grant. asThe fair value of ~~December~~stock-based 31compensation is estimated using the Black Scholes option-pricing model. The Group has expensed compensation costs, ~~2008:~~net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period.

~~(*)~~Stock ~~Due~~based payments awarded to ~~the~~consultants ~~fact~~(non-employees) ~~that~~are ~~the~~accounted ~~Company~~for ~~does~~in ~~not~~accordance ~~have~~with ~~historical~~ASC ~~exercise~~Topic ~~data~~505-50, ~~the expected term was determined based on the~~ "~~simplified~~Equity-Based ~~method"~~Payments

Filing Compare · PIMI AGRO CLEANTECH, INC.