UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _________

COMMISSION FILE NUMBER: 0-24431

ARTEMIS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization) 84-1417774 (I.R.S. employer identification no.)

DELAWARE	84-1417774
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

3 Eliezer Vardinon St., Petach Tikva, Israel	4959507
(Address of principal executive offices)	(Zip code)

18REGISTRANT’S ~~EAST~~TELEPHONE ~~16TH STREET~~NUMBER, ~~SUITE~~INCLUDING ~~307~~AREA ~~NEW~~CODE: ~~YORK, NY (Address of principal executive offices) 10003 (Zip code)~~+972-77-407-4700

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (646) 233-1454

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ATMS	OTCQB

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ATMS		OTC Pink Open Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

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

Yes ☐ No ☒

Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller Reporting Company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Yes ☒ No ☐

The aggregate market value of the common stock (the “Common Stock”) held by non-affiliates of the Registrant computed by reference to the average bid and asked price of such Common Stock on June 30, ~~2021~~2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $36169,~~022~~220,~~692~~269.

As of March 31, ~~2022~~2023, the Registrant had outstanding 5112,~~153~~033,~~461~~ 909 shares of Common Stock, par value $0.01 per share.

TABLE OF CONTENTS
		PAGE
PART I		1
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	4
ITEM 1B.	Unresolved Staff Comments	12
ITEM 2.	Properties	12
ITEM 3.	Legal Proceedings	12
ITEM 4.	Mine Safety Disclosures	12
PART II		12
ITEM 5.	Market For The Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	12
ITEM 6.	Selected Financial Data	12
ITEM 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	13
ITEM 7A.	Quantitative And Qualitative Disclosures About Market Risk	15
ITEM 8.	Financial Statements And Supplementary Data	15
ITEM 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	15
ITEM 9A.	Controls And Procedures	16
ITEM 9B.	Other Information	16
ITEM9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.	16
PART III		17
ITEM 10.	Directors, Executive Officers And Corporate Governance	17
ITEM 11.	Executive Compensation	18
ITEM 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	19
ITEM 13.	Certain Relationships And Related Transactions, And Director Independence	21
ITEM 14.	Principal Accounting Fees And Services	21
PART IV		23
ITEM 15.	Exhibits, Financial Statement Schedules	23
ITEM 16.	10-K Summary	23
SIGNATURES		24

TABLE OF CONTENTS

		PAGE
PART I		1
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	5
ITEM 1B.	Unresolved Staff Comments	13
ITEM 2.	Properties	13
ITEM 3.	Legal Proceedings	13
ITEM 4.	Mine Safety Disclosures	13
PART II		13
ITEM 5.	Market For The Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	13
ITEM 6.	Selected Financial Data	13
ITEM 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	14
ITEM 7A.	Quantitative And Qualitative Disclosures About Market Risk	17
ITEM 8.	Financial Statements And Supplementary Data	17
ITEM 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	17
ITEM 9A.	Controls And Procedures	17
ITEM 9B.	Other Information	18
ITEM9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.	18
PART III		19
ITEM 10.	Directors, Executive Officers And Corporate Governance	19
ITEM 11.	Executive Compensation	20
ITEM 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	20
ITEM 13.	Certain Relationships And Related Transactions, And Director Independence	21
ITEM 14.	Principal Accounting Fees And Services	22
PART IV		24
ITEM 15.	Exhibits, Financial Statement Schedules	24
ITEM 16.	10-K Summary	24
SIGNATURES		25

EXPLANATORY NOTE

Unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated by the context, references in this report to the “Company”, “Artemis,” “we,” “us,” “Manuka,” and “our” are references to Artemis Therapeutics , Inc., a Delaware corporation and its subsidiary Manuka Ltd., ~~together~~a ~~with~~limited ~~its~~liability ~~consolidated~~company ~~subsidiaries~~organized under the laws of the State of Israel.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that do not relate solely to the historical or current facts, and can be identified by the use of forward-looking words such as “may”, “believe”, “will”, “expect”, “expected”, “project”, “anticipate”, “anticipated,” estimates”, “plans”, “strategy”, “target”, “prospects” or “continue”. These forward-looking statements are based on the current plans and expectations of our management and are subject to various uncertainties and risks that could significantly affect our current plans and expectations, as well as future results of operations and financial condition. The factors discussed herein, including those risks described in Item 1A. Risk Factors, and expressed from time to time in our filings with the U.S. Securities and Exchange Commission, or (the “SEC”), may cause our actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to have been correct. Except as required by law, we do not assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such forward-looking statements.

PART I

ITEM 1. BUSINESS.

Company Overview

Until January 10, 2019, we were engaged in the development of agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. On January 10, 2019, we received a notice regarding the immediate termination of a certain license agreement, dated May 31, 2016 (the “License Agreement”), executed by and between the Company, Hadasit Medical Research Services and Development Ltd. (“Hadasit”) and the Hong Kong University of Science and Technology R and D Corporation Limited (“RDC”). We relied primarily on the License Agreement with respect to the development of Artemisone, our lead product candidate and a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. ~~Since~~Upon the termination of the License Agreement, the Company noceased ~~longer~~having ~~has~~an ~~any~~ operating business.

~~Former~~ From January 10, 2019 until June ~~Business~~30, 2022, we had no business operations and have been classified as a “shell” company, as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Until the termination of the License Agreement we were engaged in the development of agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. Our former lead product candidate, Artemisone, was a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties.

On May 31, 2016, we entered into the License Agreement with Hadasit and RDC, pursuant to which we acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadasit and RDC relating to Artemisone. The License Agreement was terminated as a result of the non-payment for certain sponsored research fees, patent expenses, patent maintenance fees, and consulting fees.

We have sustained significant losses in recent periods, which have resulted in a significant reduction in our cash reserves. As a result of the termination of the License Agreement, the Company no longer has any operating business. The Company believes that it will continue to experience losses and increased negative working capital and negative cash flows in the near future and will not be able to return to positive cash flow without obtaining additional financing in the near term or the completing of a business transaction. The Company has and will experience difficulties accessing the equity and debt markets and raising such capital, and there can be no assurance that the Company will be able to raise such additional capital on favorable terms or at all find a suitable business transaction. If additional funds are raised through the issuance of equity securities or a business transaction is concluded, the Company’s existing stockholders will experience significant further dilution. In order to conserve the Company’s cash and manage its liquidity, the Company has implemented cost-cutting initiatives including the reduction of employee headcount and overhead costs.

Present Business

~~Since~~On March 6, 2022, we signed a Share Exchange Agreement, as amended (the ~~termination~~“Share Exchange Agreement”), with Manuka Ltd., a limited liability company organized under the laws of the ~~License~~State of Israel, having an office for the transaction of business at 3 Eliezer Vardinon St., Petach Tikva, 4959507, Israel (“Manuka”), pursuant to which Manuka became our wholly owned subsidiary. As the shareholders of Manuka Ltd. received the largest ownership interest in the Company, Manuka Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the financial statement of Manuka Ltd. for all periods presented, except for the adjustments to reflect the legal capital of the Company. The transactions contemplated by the Share Exchange Agreement closed on June 30, 2022 (the “Closing”) and following the Closing, we adopted the business of Manuka. Pursuant to the terms of the Share Exchange Agreement, we acquired all of the outstanding shares of Manuka (the “Manuka Shares”) from Manuka’s shareholders in exchange for an aggregate amount of 33,791,641 shares of our ~~Board~~Common Stock of ~~Directors~~and ~~has~~110,000 ~~been~~shares ~~exploring~~of ~~strategic~~our ~~alternatives~~Series D Preferred stock (convertible into 66,000,000 shares of our Common Stock) (collectively, the “Consideration Shares”), such that Manuka’s shareholders held, immediately following the closing, eighty-nine percent (89%) of our issued and outstanding share capital (including and assuming the full conversion of the Series D Preferred stock).

~~Shell~~In addition, on June 30, 2022, we entered ~~Company~~into ~~Status~~various debt forgiveness agreements with various existing stockholders, including Tonak Ltd. (formerly our largest shareholder), for the forgiveness of an aggregate of $306,117 in outstanding debt in exchange for the issuance of 3,031,567 shares of our Common Stock. On June 30, 2022, we entered into various warrant exchange agreements for the exchange of certain warrants to purchase shares of our Common Stock, originally issued in October 2017, in exchange for an aggregate of 2,342,802 shares of our Common Stock. On June 30, 2022, we entered into several debt forgiveness agreement and warrant exchange agreements, including: (i) a debt forgiveness agreement with Cutter Mill Capital LLC, pursuant to which we agreed to issue 894,169 shares of our Common Stock. We also agreed to register all such shares of Common Stock issued to Cutter Mill Capital LLC, within the earlier of 60 days following the closing date of the Share Exchange Agreement (provided, however that in the event we have not cleared comments with the SEC with respect to this filing relating to the transactions contemplated by the Share Exchange Agreement, such date shall be 90 days following the date if the agreement) and the date that we file its next registration statement, and agreed to obtain effectiveness within 90 days (or 120 days in the event of a full review by the SEC); (ii) a debt forgiveness agreement with Tonak Ltd., pursuant to which we agreed to issue 1,573,582 shares of our Common Stock; (iii) a debt forgiveness agreement with Hadasit Medical Research Services and Development Ltd., pursuant to which we agreed to issue 95,256 shares of our Common Stock; (iv) warrant exchange agreements with Globis Capital Partners, LP and Globis International Investments LLC, pursuant to which we agreed to issue 1,585,682 and 616,654 shares of our Common Stock, respectively; (v) warrant exchange agreements with Brian M. Culley and Amiad Solomon, pursuant to which we agreed to issue to each 220,233 shares of our Common Stock; and (vi) an option exchange agreement with Chanan Morris, pursuant to which we agreed to issue to each 780,934 shares of our Common Stock.

~~Based~~Since its inception, Manuka’s business onactivities ~~the~~primarily ~~lack~~consisted of ~~Company~~distributing Mānuka honey ~~business~~imported ~~activities~~from ~~since~~New ~~the~~Zealand, ~~termination~~developing ofand distributing supplements aimed at the ~~License~~beauty ~~Agreement,~~and ~~our~~skincare ~~Company~~markets isand, ~~classified~~developing asand amanufacturing ~~“shell” company~~skincare byproducts ~~the~~based ~~Securities~~on New Zealand’s Mānuka honey and ~~Exchange~~bee ~~Commission~~venom, ~~(the~~among ~~“SEC”).~~other ~~Rule~~natural ~~144(i)(1)(i)~~ingredients. ~~Securities~~All ~~Act~~three segments of ~~1933,~~Manuka’s asproducts ~~amended~~are ~~(the~~to ~~“Securities Act”)~~be ~~defines~~marketed aand ~~shell~~sold ~~company~~solely ason aour websites. ~~company~~Manuka's ~~that~~skincare ~~has:~~products are manufactured in Israel.

~~(A)~~Manuka Nowas ororganized ~~nominal~~under ~~operations;~~the laws of the State of Israel in March 2020. Manuka is a company with a limited operating history and may contend with risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets, including capital and growth expectations as well as fluctuations in operating results and revenues. Manuka’s current products are marketed and sold solely on its website in Israel, www.bmanuka.co.il, and to be marketed and sold globally at www.bmanuka.com.

~~(B)~~Our ~~Either:~~Products

Currently, we feature seven facial skincare products based on Mānuka honey and bee venom. All of our products have been granted a license by the Israel Ministry of Health (1“MoH”) Noand orare ~~nominal~~compliant ~~assets;~~with applicable regulations of the U.S. Food and Drug Administration (“FDA”). These products include:

~~(2)~~• ~~Assets~~Face ~~consisting~~Serum ~~solely~~with Manuka Honey and Bee Venom. This product supports blurring and reduces skin wrinkles. It regenerates skin cells and gives a young and vital appearance to the skin. The bee venom encourages natural skin revival, boosts production of ~~cash~~Collagen, enhances skin elasticity and ~~cash~~has ~~equivalents;~~healing orproperties for damages skin cells. • Face Serum with Enhanced Vitamin C. The single product without bee venom but with enhanced quantity of Vitamin C. Provides a hearty dose of moisture for a firm skin appearance and reduction of wrinkles. • Day Cream. Nourishes the skin, protects, and guards its flexibility. Bee venom contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality. • Nourishing Night Cream with Manuka Honey and Nee Venom. This product contains a significant number of amino acids, vitamins, and minerals. It also includes bee venom that contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality. • Eye Cream with Manuka Honey and Bee Venom. This product treats and softens the sensitive area around the eyes. It has properties for nourishing the skin to protect and guard its flexibility. Bee venom contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality. • Face Cleanser Gel. This is a light and refreshing face cleanser, with Mānuka honey and bee venom. • Face Serum. Face serum based on plant stem cells.

~~(3)~~Business ~~Assets~~Mission ~~consisting~~& ~~of any amount of cash and cash equivalents and nominal other assets.~~Strategy

~~Searching~~Our mission is to become a prime online ~~for~~platform ~~Business~~that ~~Combination~~offers ~~Candidate~~a combination of two groups of products, all based on Mānuka honey, as follows:

~~The Company~~• isPure ~~undercapitalized.~~Mānuka ~~The~~honey ~~Company~~for isdirect ~~seeking~~consumer aconsumption; ~~business combination candidate that would bring revenue~~ and/or asset value to the Company. A business combination candidate would most probably be a private company that seeks to become a publicly traded company through a business combination transaction with a publicly held and quoted company. Often times these business combination transactions are termed “reverse mergers” or “reverse acquisitions” whereby the private company acquires a controlling interest in the publicly held company.

~~Other Relevant~~• ~~Factors~~Skincare products based on Mānuka honey and bee venom.

~~In applying~~We ~~the~~currently ~~foregoing~~sell ~~criteria,~~and nomarket ~~one~~our ofproducts in ~~which~~Israel ~~will~~through beour ~~controlling~~website, ~~the~~www.bmanuka.co.il. ~~Company~~We ~~will~~plan ~~attempt~~ to ~~analyze~~offer ~~all~~our ~~factors~~products ~~and~~on ~~circumstances and make~~ a ~~determination~~global ~~based~~basis ~~upon~~through ~~reasonable~~our ~~investigative~~global ~~measures~~website, ~~and available data~~www. ~~Potentially available business opportunities may occur in many different industries~~bmanuka.com, ~~and at various stages of development, all of~~ which ~~will make the task of comparative investigation~~ ~~and~~is ~~analysis~~still ofunder ~~such business opportunities extremely difficult and complex~~development. ~~Due to the Company’s limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.~~

No assurances can be given that the Company will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company. Even if we identify a suitable business combination target, there is no guarantee that we will succeed in executing an agreement with such target company or be able to close a transaction if such agreement is ever executed.

Employees

As of December 31, 2021, the Company had no full-time employees and one part-time consultant.

Corporate Overview

We were incorporated under the laws of the State of Nevada on April 22, 1997. On July 8, 2003, we effected a reincorporation from Nevada to Delaware through a merger with and into our wholly-owned subsidiary, InkSure Technologies (Delaware) Inc., which was incorporated on June 30, 2003. The surviving corporation in the merger was InkSure Technologies (Delaware) Inc., which thereupon renamed itself InkSure Technologies Inc. In 2014, we changed our name to New York Global Innovations Inc. Upon the closing of the Merger, defined below, Artemis Subsidiary, defined below, became our wholly-owned subsidiary. The Merger closed on August 23, 2016, and such date is referred to as the “Effective Time.”

~~On August~~Our ~~23,~~business ~~2016,~~strategy wefor ~~consummated~~commercial asales is ~~merger~~intended ~~with~~to ~~Artemis~~be ~~Therapeutics~~carried ~~Inc.,~~out amainly ~~Delaware~~through ~~corporation~~its ~~(“Artemis~~online ~~Subsidiary”)~~platform and ~~Artemis~~ ~~Acquisition~~through ~~Corp.,~~contracts awith ~~Delaware~~leading ~~corporation~~health food chains and aoutlets. ~~wholly-owned~~In September ~~subsidiary~~2022, ofwe ~~the~~started ~~Company~~a ~~(the~~collaboration ~~“Merger~~with ~~Subsidiary”~~Super-Pharm (Israel) Ltd., ~~pursuant~~ toone ~~which~~of ~~Artemis~~the ~~Subsidiary~~leading ~~merged~~convenience ~~with~~store ~~and~~chains ~~into~~in ~~the Merger Subsidiary~~Israel, ~~with~~to ~~Artemis~~include our ~~Subsidiary~~products ~~being~~in ~~the~~their ~~surviving~~online ~~entity (the “Merger”)~~platform. ~~Following~~ ~~the~~We ~~Merger,~~have weyet ~~adopted~~to estimate the ~~business~~impact ~~plan~~ of ~~Artemis~~this ~~Subsidiary~~new collaboration. ~~Artemis~~We ~~Subsidiary~~are ~~was~~also ~~incorporated~~planning to work with onother ~~April~~third 19parties, ~~2016,~~including ~~under~~health ~~the~~food ~~laws~~chains ofretail ~~the~~outlets, ~~State~~and ofother ~~Delaware.~~online ~~Between~~distributer ~~April~~for ~~19,~~future ~~2016,~~collaboration. Distribution and ~~August~~marketing ~~23,~~of ~~2016,~~our ~~Artemis’s~~skincare ~~business~~products ~~activities primarily~~and ~~consisted~~nutraceuticals ofproducts ~~negotiating~~would ~~and~~be ~~executing~~carried out based on the ~~License~~following ~~Agreement.~~practices:

~~Pursuant~~ 1. Drive growth across skincare and health enthusiast consumer communities. We intend to ~~the~~target ~~Merger,~~skincare ~~the~~and ~~Merger~~wellness ~~Subsidiary~~groups ~~merged~~across ~~with~~multiple demographics and ~~into~~shopping ~~Artemis~~behaviors. ~~Subsidiary~~We inbelieve ait ~~reverse~~can ~~merger~~drive customer acquisition across both skincare and wellness enthusiasts and up through advertising on social media platforms, ~~with~~such ~~Artemis~~as ~~Subsidiary~~Facebook ~~surviving~~and Instagram as well as on, YouTube, TikTok and Google, thus driving our ~~wholly~~leadership as a diversity-~~owned~~forward ~~subsidiary~~brand. As2. ~~consideration~~Deliver ~~for~~world ~~the~~class ~~Merger,~~skincare weproducts ~~issued~~based anon ~~aggregate~~Manuka ofhoney. ~~460,000~~Mānuka ~~shares~~honey and bee venom that is included in our skincare products are the focus of ~~common~~our ~~stock~~value proposition and ~~2,357~~represents a core differentiator within the market.04 ~~shares of~~We ~~our~~engage ~~Series~~skincare Band ~~Preferred~~wellness ~~Stock~~clientele to discover the ~~Artemis~~unique ~~Subsidiary~~ingredients ~~shareholders~~and health benefits of our leading component, ~~such~~Mānuka ~~that~~honey, ~~each~~with ~~outstanding~~a ~~share~~combination focused on innovation and leading trends, differentiation, and exclusivity. We believe that our selection of ~~Artemis~~merchandise ~~Subsidiary~~and ~~common stock~~affordable ~~was~~pricing ~~exchanged~~offer a unique shopping experience for ~~the~~our ~~right~~customers. 3. Digital engagement. Our strategic vision is to ~~receive~~build 50a ~~shares~~leading ofdigital experience that engages with our ~~common~~customers ~~stock~~through our differentiated products, personalization, convenience, and 0interactive experiences.~~2562~~ ~~shares~~4. ofDeliver ~~the~~operational ~~Series~~excellence Band ~~Preferred~~drive ~~Stock~~efficiencies. ~~(each~~Our ~~share~~ strategic vision is ~~convertible~~to ~~into~~manage 72end-to-end speed,~~682.814~~ ~~shares~~quality, ofand ~~the~~efficiency ~~Company’s~~to ~~common~~deliver ~~stock)~~exceptional ~~(collectively~~customer experiences, ~~the~~while ~~“Merger~~leveraging ~~Shares”)~~efficiencies of scale to drive profit improvement. In5. ~~addition, we~~Invest ~~agreed~~in totalent ~~reserve~~that ~~for~~drives ~~future~~a ~~issuance~~winning 40culture. Leadership,~~000~~ ~~shares~~culture, and engagement of ~~common~~our ~~stock~~executives ~~and~~are ~~204.96~~key ~~shares~~drivers of ~~Series~~our Bperformance. ~~Preferred~~We ~~Stock~~have toan ~~Artemis~~experienced ~~Subsidiary option~~management ~~holders,~~team ~~including~~that ~~options~~brings ~~issued~~a tocreative ~~Dr.~~and ~~Wolf~~experienced ~~and~~online ~~Hadasit,~~sales asapproach ~~set~~and ~~forth~~a indisciplined ~~greater~~operating ~~detail~~philosophy ~~herein~~to our business.

~~As a~~We ~~condition~~believe ~~for the consummation of the Merger, the Company and Artemis Subsidiary agreed to the following covenants and closing conditions: (i) a requirement~~ that askincare ~~concurrent~~is ~~financing~~for ~~of not less than $590~~everyone,~~000 shall have occurred immediately prior to the Effective Time; (ii)~~ aregardless ~~requirement that the Company have a cash balance~~ of ~~at least $590~~age,~~000,~~ ~~exclusive of the concurrent financing at the Effective Time; (iii) a requirement that Artemis Subsidiary~~size, ~~Hadasit and RDC have entered into and finalized a license agreement with respect to human cytomegalovirus technology; (iv) the resignation of Roberto Alonso Jimenez Arias~~ability, ~~our~~skin ~~former director~~tone, ~~as a director of the Company at the Effective Time; (v) the appointment by Artemis Subsidiary of a new director; (vi) the right for Gadi Peleg~~culture, or ~~his~~gender. ~~designee,~~We strive to ~~continue serving~~provide asan aenvironment ~~director~~where ofevery ~~the~~associate ~~Company~~feels ~~for~~they can afully ~~period~~contribute, ~~of one year from the closing of the Merger;~~ and ~~(vii)~~every ~~for~~client ais ~~period~~optimally ~~of one year from the closing of the Merger~~served, inregardless ~~the event that the Company desires to enter into a transaction involving the sale~~ of ~~securities~~any atdifferences. aOur ~~pre~~well-~~transaction valuation~~trained ofassociates ~~$10,000,000~~are orhighly ~~less,~~engaged and ~~the~~deliver ~~approval~~a ofpositive ~~Mr.~~and ~~Peleg,~~unique orcustomer ~~his designee, shall be required prior to the Company entering into such transaction~~experience. ~~The~~We ~~Company~~continue ~~and Artemis Subsidiary agreed~~ to ~~waive~~expand the ~~requirement~~depth ~~that concurrent financing~~ of ~~not~~our ~~less~~team ~~than~~at ~~$590,000~~all ~~shall have~~levels ~~occurred immediately prior to the Effective Time~~ and ~~that~~in ~~the~~all ~~Company have a cash balance of at least $590,000, exclusive of the~~functional ~~concurrent~~areas ~~financing~~to atsupport ~~the~~our ~~Effective Time~~growth.

~~In addition,~~We onwill ~~August~~coordinate ~~23,~~our ~~2016,~~infrastructure growth ~~the~~based ~~Company closed~~ on afuture ~~private~~Manuka ~~placement~~sales ~~pursuant~~volume toand abusiness ~~Securities~~expansion ~~Purchase~~to ~~Agreement (~~the ~~“Acumen SPA”)~~U.S. ~~with~~market, ~~Acumen~~contemporarily ~~Bioventures LLC (“Acumen”)~~ with ~~respect~~our togrowth ~~the sale~~ of anour ~~aggregate of $500,000 of 68,321 shares of~~Mānuka ~~the~~honey ~~Company’s common stock~~ and ~~453~~bee ~~shares~~venom ofskincare ~~Series A Preferred Stock (each share is convertible into 1~~market,~~453.656~~ ~~shares~~as ofwell ~~the~~as ~~Company’s common~~with ~~stock).~~our ~~The~~plans ~~Acumen~~to ~~SPA~~penetrate ~~provided that the Company will obtain shareholder approval within 90 days of the date thereof~~ to ~~increase its authorized capital or conduct a reverse stock split such that~~ the ~~Company~~pure ~~will~~Mānuka ~~have~~honey ~~reserved~~market. ~~for~~We ~~issuance~~intend ~~at least 200% of the number of shares issuable upon conversion of all of the Series A Preferred Stock or be subject~~ to ~~liquidated damages (the “Approval”).~~outsource ~~The Board of Directors and~~ the ~~stockholders~~following ~~holding~~services: atechnology ~~majority of the Company’s voting power approved a 1-for-50 reverse stock split (the “Reverse Stock Split”) on November 2~~developments, ~~2016,~~advertising and ~~November~~social 9,media ~~2016~~promotions, ~~respectively. The Company’s management~~ and ~~its largest~~public ~~shareholder~~affair ~~provided the Company with their irrevocable consent to the Approval~~services.

~~In conjunction~~Description ~~with the closing~~ of the Merger, on August 23, 2016, Roberto Alonso Jimenez Arias resigned as a director of the Company. At the effective time of the Merger, the Company’s board of directors and officers were reconstituted by the appointment of Dana Wolf as our Chief Scientific Officer and Israel Alfassi as a director.Market

~~For financial~~Our ~~accounting~~potential ~~purposes,~~market ~~the~~is ~~Merger~~consumers ~~between~~who ~~the Company and Artemis Subsidiary was accounted for as a reverse recapitalization and,~~purchase Mānuka ashoney a result of the Merger, the Company ceased to be a shell company. As the shareholders of Artemis Subsidiary received the largest ownership interest in the Company, Artemis Subsidiary was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Artemis Subsidiary. Following the Merger, the Company and ~~its~~bee ~~subsidiary,~~venom ~~Artemis~~skincare ~~Subsidiary,~~products ~~are~~on ~~collectively referred to as~~ the ~~“Company”~~Internet.

Skincare Products containing both Mānuka Honey and Bee Venom

We operate in a diverse and competitive market of skincare products that is still in its preliminary phase. Based on an October 2022 DataM Intelligence report titled “Manuka Honey Market Size, Share, Opportunities and Forecast, 2022-2029” and a November 2022 Allied Market Research report titled “Manuka Honey Market by Types: Global Opportunity Analysis and Industry Forecast, 2019-2026”, we believe that there is an increasing interest by the public in healthy and natural skincare products, in general, and particularly in Mānuka honey-based products combined with bee venom. To this end, only a handful of companies engage in producing skincare products based on these two ingredients.

As the skincare market based on Mānuka honey and bee venom is still in its infancy, we believe that a significant opportunity exists for us in this market segment. In Israel, we are currently the sole player in the domestic market for sales of skincare products with Mānuka honey. We plan to further expand to the global Mānuka Honey and Bee Venom market.

Market Opportunities

We believe that the relatively small number of skincare manufacturers that are using the combination of Mānuka honey and bee venom as their leading ingredients offers an opportunity for us to become a player in this market segment. Moreover, we plan to concentrate on the online market, driven by more than 20 years of online marketing experience by our founders. Our skincare products are currently manufactured in Israel by Chic Cosmetic Industries 1987 Ltd. (“Chic”) under the Formula Agreement with Mānuka honey ingredients that are supplied by Waitemata Honey Co. Ltd. (“Waitemata Honey”) pursuant to the supply agreement (the “Supply Agreement”).

Competition

The Mānuka honey and bee venom skincare market is relatively small but is characterized by a rapidly growing pace and intense competition. Any products that we may successfully develop and commercialize may compete with existing and similar products. To mention a few of our competitors that are engaged in producing cosmetic products using Mānuka Honey as a substantial ingredient: Manuka Doctor Ltd. from New Zealand, which also operates in the U.K., in the U.S., in Australia, and Western Europe; ApiHealth NZ Ltd. from New Zealand; Parrs Products Ltd. (d/b/a Wild Ferns) from New Zealand; and Abeeco Ltd., from New Zealand. The cosmetics, fragrances and toiletries market is a highly competitive market, within the segments of our operations. Strong brands and new product launches are important to attract and retain customers. Furthermore, in offering a wide range of categories, our brands compete with several different companies that operate through different distribution channels: direct selling, retail and e-commerce.

~~On November~~Our 2,Marketing 2016, the Board of Directors of the Company approved (i) an amendment (the “Amendment”) to its Certificate of Incorporation to decrease the Company’s authorized Common Stock from 75,000,000 shares, with a par value of $0.01 per share, to 51,000,000 shares with a par value of $0.01 per share, as well as reduce the Company’s authorized Preferred Stock from 10,000,000 shares, with a par value of $0.01 per share, to 200,000 shares with a par value of $0.01 per share, and (ii) a 1-for-50 reverse stock split of the Company’s issued and outstanding shares of Common Stock, such that each 50 shares of Common Stock held by stockholders of record on or about December 13, 2016 be combined into one share of Common Stock, except to the extent that the actions described herein result in any of the Company’s stockholders holding a fractional share of Common Stock (in which instance, because such stockholder’s number of shares is not evenly divisible by the 50:1 ratio, such stockholder will be automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share). On November 9, 2016, stockholders holding a majority of the Company’s voting power approved the Amendment and the Reverse Stock Split by written consent in lieu of a meeting, in accordance with the Delaware General Corporation Law. The Amendment and Reverse Stock Split took effect on December 20, 2016.Strategy

~~On October~~ Marketing 23, 2017, the Company executed Securities Purchase Agreements (each, a “Securities Purchase Agreement”) with a total of 6 accredited investors relating to a private placement offering (the “Offering”) of an aggregate of 300,000 shares of the Company’s Common Stock at a purchase price of $1.00 per share, and of 250 shares of the Company’s newly designated Series C Convertible Preferred Stock (the “Series C Preferred Stock”), at a purchase price of $1,000.00 per share, with such shares of Series C Preferred Stock initially convertible into an aggregate of 250,000 shares of Common Stock. In addition, each investor received a warrant (each, a “Warrant”) to purchase fifty percent of the number of shares of Common Stock effectively purchased in the Offering, for an aggregate of 275,000 shares of Common Stock. The closing of the Offering took place on October 23, 2017.advertising

~~Each~~We would enhance our marketing strategy ~~Warrant~~to isincrease ~~immediately~~brand ~~exercisable~~awareness, atdrive antraffic ~~exercise~~to ~~price~~our website and mobile application. We intend to acquire new clients, improve customer retention, and increase frequency of $2shopping.00 ~~per~~We ~~share~~intend to communicate with our clients and prospective customers through multiple vehicles, ~~expires~~including digital 5and ~~years~~social ~~from~~media, and Search Engines Optimization (SEO). These marketing strategies would induce the ~~date~~breadth of ~~issuance~~our selection of products and services, ~~may~~and bespecial ~~exercised~~ offers. Our developing comprehensive public relations strategy would enhance our reputation for excellent ~~cash~~skin-care orproducts, onand as a ~~cashless~~future ~~basis~~pure Mānuka honey prestigious distributor. We intend to increase our brand awareness, support our customers, and ~~contains~~drive ~~future~~awareness ~~price-based~~of new products through, among others, publishing articles on leading dailies and ~~customary~~magazine by ~~stock-based~~journalists ~~anti-dilution~~and ~~protections~~influencers.

~~Pursuant~~ toTraining ~~the Certificate of Designation of Preferences, Rights~~ and Limitations of the Series C Preferred Stock (the “Certificate of Designation”), the shares of Series C Preferred Stock are convertible into an aggregate of 250,000 shares of Common Stock based on a conversion price of $1.00 per share. Such conversion price is subject to future price-based and customary stock- based anti-dilution protections. The holders of the Series C Preferred Stock do not possess any voting rights but the Series C Preferred Stock does carry a liquidation preference for each holder equal to the investment made by such holder in the Offering. In addition, the holders of Series C Preferred Stock are eligible to participate in dividends and other distributions by the Company on an as-converted basis.Development

AsWe bring an experienced team with over ~~discussed~~20 ~~above,~~years of online marketing. We plan on ~~January~~concentrating ~~10,~~in ~~2019,~~internet wesales ~~received~~market asegment, ~~notice~~harnessing ~~regarding~~our ~~the~~knowledge ~~immediate~~in ~~termination~~online ofmarketing, Search ~~the~~Engine ~~License~~Optimization, ~~Agreement.~~and ~~Since~~social ~~the~~networks ~~termination of~~such ~~the~~as ~~License~~Facebook, ~~Agreement~~Instagram, ~~the~~YouTube ~~Company~~and noTikTok ~~longer~~for ~~has~~optimal ~~any~~marketing ~~operating business~~results.

~~On May~~We ~~15,~~plan ~~2019,~~to ~~the~~build ~~Company~~an ~~issued~~online ~~two~~marketing ~~unsecured~~and sales ~~promissory~~management ~~notes~~organization ~~(each,~~to acreate ~~“Note”~~ and ~~collectively~~implement ~~the~~marketing ~~“Notes”) in~~strategies ~~the~~for ~~aggregate~~any ~~principal~~product ~~amount of $100,000. In~~ that ~~regard,~~we ~~one~~market ~~Note,~~through ~~with~~our aown ~~principal~~sales ~~aggregate balance of $50,000, was issued to~~organization ~~KNRY~~and ~~Ltd., an entity related~~ to ~~Nadav~~oversee ~~Kidron, the natural person with voting~~ and ~~dispositive~~support ~~power~~our ~~over~~sales ~~the securities held by Tonak Ltd~~force.~~, the~~ ~~Company’s largest shareholder. $20,000 of the funds relating to KNRY Ltd.’s Note were received by the Company on March 22, 2019.~~ The ~~balance~~responsibilities of the ~~funds~~marketing ~~relating~~team towould ~~KNRY~~include ~~Ltd.’s~~developing ~~Note~~marketing ~~was received by the Company on April 4~~initiatives, ~~2019. In addition, one Note,~~ ~~with an aggregate principal balance of $50,000, was issued to Cutter Mill Capital LLC, an existing shareholder of the Company. Each Note accrues interest at~~ a ~~rate~~loyalty ofcustomer ~~6% per annum until the Note is repaid in full. All payments of principal~~club, ~~interest~~ and other ~~amounts~~promotional ~~under each Note are payable by June 30, 2021~~measures. ~~The proceeds of the Notes were used by the Company for general working capital purposes.~~

~~In addition,~~For onour ~~November~~preliminary 4,entry ~~2021,~~to the ~~Company issued two unsecured promissory notes (each~~U.S., ~~a “Subsequent Note” and collectively~~ ~~the~~we ~~“Subsequent~~are ~~Notes”)~~ in ~~the~~negotiations ~~aggregate principal amount of $60,000,~~ with ~~original~~a ~~issuance~~strategic ~~dates~~distributor ~~of August 15, 2021~~ and ~~September~~ ~~19,~~contract ~~2021.~~sales ~~In that regard, one Subsequent Note, with a principal aggregate balance of $30,000, was issued to KNRY Ltd., an~~ entity ~~related~~ to ~~Nadav~~assist ~~Kidron,~~in the ~~natural~~entry ~~person with voting and dispositive power over the securities held by Tonak Ltd., the Company’s largest shareholder and one Subsequent Note, with an aggregate principal balance of $30,000, was issued~~ to ~~Harmony~~various ~~(H.A.)~~leading ~~Investments Ltd.~~retail ~~Each Subsequent Note accrues interest at a rate of 10% per annum until the Subsequent Note is repaid~~ chains in ~~full. All payments of principal, interest and other amounts under each Subsequent Note are payable by December 19, 2021. The proceeds of~~ the ~~Notes were used by the Company for general working capital purposes~~U.S.

~~The Company~~Our success is ~~currently~~dependent in ~~default~~part on ~~the~~our ability ~~Notes~~to ~~and~~attract, ~~Subsequent~~train, ~~Notes~~retain, and ~~intends~~motivate toqualified ~~negotiate~~associates anat ~~extension~~all ~~for~~levels ~~their~~of ~~repayment,~~the ~~however~~organization. ~~there is~~We noare ~~guarantee~~developing a corporate culture that wewould ~~will~~enable beindividual ~~successful~~website inmanagers ~~doing~~to somake comprehensive operating decisions, and we consistently reward high performance.

Outside of the United States and potentially Europe, where appropriate, we may elect in the future to utilize strategic partners, distributors, or contract sales forces to assist in the commercialization of our products. In certain instances, we may consider building our own commercial infrastructure.

Seasonality

We currently expect that our business will be subject to seasonal fluctuation. Such estimates of significant portions of net sales and profits to be realized during the fall, winter and spring seasons as well as peaks during seasonal holidays such as Black Friday, Christmas, New Year, and Easter.

Distribution

Our vision is to develop an expanded and optimized end-to-end supply chain from the manufacturer of Mānuka Honey ingredients to the customer of our products with such ingredients, that improves operational efficiency, performance, and customer experience. This includes enhanced systems and processes as well as a modernized distribution center network to support our new e-commerce growth globally. Currently, we operate only a single distribution leased center in the city of Petach Tikva, Israel, that supports our e-commerce demand in the territory of Israel. For this purpose, we are in negotiations with a leading marketing and distribution entity in the U.S. to become both our online and Business-to-Business representative (as our representative for distributing our products in the U.S. health, convenient stores, retail outlets and other online distributers). The initial plan is to, firstly, keep on manufacturing in Israel and send the products to a warehouse and distribution center for domestic sales. The second phase would be to locate a local manufacturer that would manufacture our line of cosmetics to be sold in the U.S.

Information Technology

We depend on a variety of information systems and technologies (including cloud technologies) to maintain and improve our competitive position and to manage the operations of our growing website base. As we expand, our technology plans to also include a company-wide network that would connect all users, websites, and our distribution center infrastructure and provide communications for continual polling of sales and merchandise movement at the website level. We intend to leverage technology infrastructure and systems where appropriate to gain operational efficiencies through more effective use of our systems, people, and processes. We would update the technology supporting our websites, distribution infrastructure, and corporate headquarters on a regular basis. We will contribute funds and efforts to develop and maintain information systems to facilitate growth and enhance our competitive position.

Intellectual Property

We own nine (9) international domain names and seven (7) Israeli domain names. We have an exclusive agreement with Chic that provides that the skincare product formulas are owned by us.

Government Regulation

We currently plan to focus on the Israeli and U.S. markets for our current operating business, the beauty and skincare market.

Israel

Our skincare products are authorized for sale by Israeli MoH.

Furthermore, we received permits for the import and sale of the following cosmetic products in Israel: Manuka Serum with enhanced Vitamin C (valid through November 30, 2025), Manuka Face Cleanser (valid through August 31, 2026), Manuka Day Cream (valid through August 31, 2026), Manuka Eye Cream (valid through August 31, 2026), Manuka Serum (valid through November 30, 2025) and a newly introduced serum based on stem cells.

United States

All of our products are compliant with applicable regulations of the FDA.

Material Agreements

On December 14, 2021, we entered into the Formula Agreement with Chic. Pursuant to the Formula Agreement, Chic shall supply the following services, including: (1) development of specific formulas for products based on specifications received by us (“Formula”); and (2) upon production completion of Formula, the serial production of such products (“Products” and together with the Formula, “Services”). Chic will provide the Services according to work orders issued by us from time to time. We will have the option to purchase specific Formulas from Chic, as described in Appendix A to the Formula Agreement for a certain consideration amount of several thousand dollars per Formula. We may purchase the Formula by a submission of purchase order to Chic for ten (10) years. The agreement bears no royalty payments obligations. We shall own the intellectual property rights of any such Formula. Chic may not provide the Formula developed for us to any other party and may not transfer or disclosure the Formulas to any party unless we approve of it in advance and in writing. Nor may Chic manufacture products developed for us for itself or any other party, even if we do not exercise the option to purchase any of the Formulas. The Formula Agreement contains a choice of venue clause limiting jurisdiction to courts in Tel-Aviv-Jaffa, Israel. The Service Agreement’s term is unlimited, but it may be terminated by either party upon providing a written notice of termination 180-day prior; any such termination shall not detract from the validity of the option to purchase the Formulas.

On July 20, 2021, we entered into a manufacture and sale agreement with Waitemata Honey Direct Ltd. and Waitemata Honey Co Ltd. (jointly referred to as the “Waitemata”) whereby we agreed to purchase Manuka Honey products (the “Honey Products”) from Waitemata and resell them to our customers. Pursuant to the Supply Agreement, we have the right to relabel and sell Honey Products purchased from Waitemata under our own branding and logo, but must include an indication on such labeling that it was manufactured by Waitemata and include Waitemata’s license number from the Unique Manuka Factor Honey Association (“UMFHA”), which will also comply with labeling requirements by the MoH and the certification required by New Zealand’s Ministry of Primary Industries (the “Certification”). We agreed that we would bear the cost of this Certification up to 10,000 New Zealand Dollars, which payment shall be offset from payments due to Waitemata for purchased Honey Products, which are not considered to be material costs. Pursuant to the Supply Agreement, we must make purchase orders from Waitemata, which will include specified information as to, among others, the quantity of Honey Products to be purchase and requested shipment date. The consideration for any purchased Honey Products by us shall be paid to Waitemata according to the price list attached to the Supply Agreement by issuing purchase orders to Waitemata from time to time (with the first few orders with an upfront payment and thereafter with payment upon receipt of orders) in accordance with the pricing consideration specified in Appendix A to the Supply Agreement with Waitemata. The agreement bears no royalty payments obligations. The termination is set for 60-months after the effective date, upon such termination the Supply Agreement shall renew itself automatically for an additional 24- month unless either party provides a written notice of its election not to renew the agreement within 30-days to the end of the term. The Supply Agreement is governed under the laws of New Zealand and jurisdiction is set in Auckland, New Zealand.

Directors, Executives and Employees of Manuka Ltd.

Our subsidiary, Manuka Ltd., is a limited liability company organized under the laws of the State of Israel and has a Board of Directors consisting of two members, Shimon Citron, who also currently serves as our acting Chief Executive Officer, and Mr. Avshalom Shilin, who was appointed by Adler Chomsky Marketing Communication Ltd. (Adler”) and Eyal Chomsky Holdings Ltd (“Eyal”).

Furthermore, under Manuka Ltd.’s Articles of Association, Manuka’s directors were appointed: (i) by its founder, Mr. Shimon Citron, who has the right to appoint two directors; and (ii) by Adler and Eyal who have the right to appoint one director until the later of: (a) December 20, 2023; or (b) the date in which they shall hold less than 10% of Manuka’s issued share capital. In addition, under the SPA, Adler and Eyal also have the right to appoint a director to the Company until the later of: (i) December 20, 2023; or (ii) the date in which they shall hold (together) less than 10% of the Company's issued share capital. Since the Company is not a party to the SPA, such agreement is not binding the Company. However, we intend to honor it on the parent level.

Currently our executives include two individuals, Shimon Citron, as Chief Executive Officer (“CEO”) and David Dana, as Chief Financial Officer (“CFO”). Manuka also retains Haim Tabak, , who serves as Chief Operating Officer (“COO”) and we intend to sign an employment agreement to retain him in a fulltime role within the next 90 days. The Company plans to hire additional personnel in sales, marketing, and customer support in line with its business growth.

Employees

As of December 31, 2022, we had four full-time employees.

ITEM 1A. RISK FACTORS

THE FOLLOWING RISK FACTORS, AMONG OTHERS, COULD AFFECT OUR ACTUAL RESULTS OF OPERATIONS AND COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN FORWARD-LOOKING STATEMENTS MADE BY US. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND WE ASSUME NO OBLIGATION TO UPDATE THAT INFORMATION. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K BEFORE MAKING AN INVESTMENT DECISION. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED BY ANY OF THESE RISKS. OUR COMMON STOCK IS CONSIDERED SPECULATIVE AND THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. THE FOLLOWING RISK FACTORS ARE NOT THE ONLY RISK FACTORS FACING US. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO AFFECT OUR BUSINESS.

IF WE ARE UNABLE TO OBTAIN FINANCING NECESSARY TO SUPPORT OUR OPERATIONS, OUR CASH RESOURCES MIGHT BE REDUCED TO A LEVEL THAT MAY NOT ENABLE US TO CONTINUE AS A GOING CONCERN.

Because we do not currently have any business operations, we believe that our existing cash resources may no longer be sufficient to support us for the next twelve months. If we are unable to obtain the financing necessary to support us, we may be unable to continue as a going concern. In that event, we may be forced to cease operations and our stockholders will lose their entire investment in our company. In order to conserve our cash and manage our liquidity, we implemented cost-cutting initiatives including the reduction of overhead costs. We are experiencing difficulties accessing the equity and debt markets and raising such capital, and there can be no assurance that we will be able to raise such additional capital on favorable terms or at all. If additional funds are raised through the issuance of equity securities, our existing stockholders will experience significant further dilution.

IN THE EVENT WE CAN NOT FIND A SUITABLE ACQUISITION OR MERGER PARTNER WE MAY BE FORCED TO CEASE OUR EXISTENCE IF OUR CASH IS EXHAUSTED.

In the event we are unable to find a suitable acquisition or merger partner and our cash is exhausted it may become necessary to either liquidate the Company or file for bankruptcy.

There is no assurance that we will be able to find a suitable acquisition or merger partner. Furthermore, a suitable acquisition or merger partner could cause a change in control of the Company as well as a significant dilution to our shareholders. If our cash is exhausted, we will not be able to pay our liabilities and obligations.

WE HAVE HAD NO REVENUES SINCE INCEPTION, AND WE WILL NOT BE PROFITABLE IN THE FUTURE UNLESS WE OBTAIN NEW OPERATIONS.

We have not been profitable and we cannot predict when we will achieve profitability. We have experienced net losses and have had no revenues since our inception in April 2016. We do not anticipate generating significant revenues and will not be able to return to positive cash flow without obtaining additional financing in the near term or the entering into a business transaction. We may experience difficulties accessing the equity and debt markets and raising such capital, and there can be no assurance that we will be able to raise such additional capital on favorable terms or at all. If additional funds are raised through the issuance of equity securities, the Company’s existing stockholders will experience significant dilution. In order to conserve our cash and manage our liquidity, we are implementing cost-cutting initiatives including the reduction of employee headcount and overhead costs.

THE NATURE OF PROPOSED OPERATIONS IS SPECULATIVE.

The success of our proposed plan of operation will depend, to a great extent, on the operations, financial condition and management of the identified business opportunity. While management intends to seek a business combination with an entity having an established operating history, there can be no assurance that we will be successful in locating a candidate meeting such criteria. In the event that we complete a business combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

WE HAVE NO EXECUTED AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND NO SET STANDARDS FOR ANY SUCH BUSINESS COMBINATION.

We have no executed agreements with respect to engaging in a merger with, joint venture with or acquisition of, a private entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. Even if we identify a suitable business combination target, there is no guarantee that we will succeed in executing an agreement with such target company or be able to close a transaction if such agreement is ever executed. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria a target business opportunity will be required to have achieved in order for us to consider a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

WEWe have a limited operating ~~FACE~~history Aand ~~SCARCITY~~are OFsubject ~~AND~~to ~~COMPETITION~~the ~~FOR~~risks ~~BUSINESS~~encountered ~~OPPORTUNITIES~~by ~~AND~~early-stage ~~COMBINATIONS~~companies.

~~We are~~Manuka ~~and~~was ~~will~~organized ~~continue~~in toIsrael ~~be an insignificant participant~~ in ~~the business of seeking mergers with, joint ventures with and acquisitions~~March ~~of small private entities~~2020. ABecause ~~large~~our ~~number~~operating ofcompany ~~established~~has ~~and~~a ~~well-financed~~limited ~~entities,~~operating ~~including venture capital firms~~history, ~~are~~you ~~active~~should inconsider ~~mergers~~ and ~~acquisitions~~evaluate ofour ~~companies~~operating ~~which~~prospects ~~may~~in ~~be desirable target candidates for us. Nearly all such entities have significantly greater financial~~light ~~resources,~~of ~~technical~~the ~~expertise~~risks and ~~managerial~~uncertainties ~~capabilities~~frequently ~~than~~encountered usby ~~and,~~early-stage ~~consequently,~~companies ~~we will be at a competitive disadvantage~~ in ~~identifying possible~~rapidly ~~business~~evolving ~~opportunities and successfully completing a business combination~~markets. ~~Moreover~~For us, wethese ~~will~~risks ~~also compete in seeking merger or acquisition candidates with numerous other small public companies.~~include:

~~WE HAVE~~• ~~NOT~~risks ~~DONE~~that ~~MARKET~~we ~~RESEARCH~~may ~~AND~~not DOhave ~~NOT~~sufficient ~~HAVE~~capital Ato ~~MARKETING~~achieve ~~ORGANIZATION~~our growth strategy; • risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements; • risks related to the ability for us to attract, enter into or maintain contracts with customers, partners and other third parties, including health food chains, retail outlets and other online distributers; • risks that our growth strategy may not be successful; and • risks that fluctuations in our operating results will be significant relative to our revenues.

~~We have~~These ~~neither~~risks ~~conducted~~are ~~nor~~described ~~have~~in ~~others~~more ~~made~~detail below. ~~available~~Our tofuture ~~us,~~growth ~~results~~will ofdepend ~~market~~substantially ~~research~~on ~~indicating~~our ~~that~~ability ~~market~~to ~~demand~~address ~~exists~~these, ~~for~~and ~~the~~other ~~transactions we~~risks, ~~have~~described ~~contemplated. Even~~ in ~~the~~this ~~event~~section. ~~demand~~If iswe do ~~identified~~not ~~for~~successfully aaddress ~~merger~~these ~~or acquisition contemplated by us~~risks, ~~there~~our isbusiness nowould ~~assurance we will~~ be ~~successful~~significantly ~~in completing any such business combination~~harmed.

~~BECAUSE~~Our future WEsuccess ~~HAVE~~depends ~~NOMINAL~~on ~~ASSETS~~our ability to develop, WEreceive ~~ARE~~FDA ~~CONSIDERED~~and Aother ~~“SHELL~~similar ~~COMPANY”~~regulatory ~~AND~~approval ~~WILL~~for, BEand ~~SUBJECT~~introduce TOnew ~~MORE~~products ~~STRINGENT~~or ~~REPORTING~~product enhancements ~~REQUIREMENTS~~that will be accepted by the market in a timely manner, and if we do not do so, our results of operations will suffer.

~~The SEC~~It ~~adopted~~is ~~Rule~~important ~~405~~to ~~under~~our ~~the~~business ~~Securities~~that ~~Act,~~we continue ~~and~~to ~~Rule~~build ~~12b-2~~a ~~under~~pipeline ~~the Securities Exchange Act~~ of ~~1934,~~product asofferings ~~amended~~for (the ~~“Exchange Act”),~~treatment ~~which~~skin ~~defines~~conditions aand ~~shell~~cosmetic ~~company~~improvements asto aremain ~~company~~competitive. ~~that~~Consequently, our ~~has~~success nowill ordepend ~~nominal~~in ~~operations,~~part ~~and~~on ~~either~~our ~~(a)~~ability noto develop or ~~nominal~~acquire ~~assets;~~and ~~(b)~~introduce ~~assets consisting~~new ~~solely~~products. ofHowever, ~~cash~~we ~~and~~may ~~cash~~be ~~equivalents;~~unable orto ~~(c)~~successfully maintain ~~assets~~our ~~consisting~~regulatory ofclearance ~~any~~for ~~amount~~existing ofproducts, ~~cash~~or develop, obtain and ~~cash~~maintain ~~equivalents~~regulatory ~~and~~clearance ~~nominal~~or ~~other~~approval for product ~~assets.~~enhancements, ~~The~~or ~~rules~~new ~~applicable~~products, toor ~~shell~~these ~~companies~~products ~~prohibit~~may ~~them~~not ~~from~~be ~~using~~accepted aby ~~Form~~clinicians ~~S-8~~who tofinancially ~~register~~support ~~securities~~many ~~pursuant~~of tothe ~~employee~~procedures ~~compensation~~performed ~~plans~~with our products.

~~However, the~~If ~~rules~~we do not ~~prevent~~develop usnew ~~from~~products ~~registering~~or ~~securities pursuant to registration statements. Additionally, the rules regarding Form 8-K~~product ~~require~~enhancements ~~shell~~in ~~companies~~time to ~~provide~~meet ~~more~~market detailed disclosure upon completion of a transaction that causes it to cease being a shell company. We must file a current report on Form 8-K containing the information required pursuant to Regulation S-K and in a registration statement on Form 10demand, ~~within~~if ~~four~~there ~~business~~is ~~days~~insufficient ~~following~~demand ~~completion~~for ofthese ~~the~~products ~~transaction~~or ~~together with financial information of the private operating company. In order to assist the SEC in the identification of shell companies~~enhancements, weor ~~are~~if ~~also~~competitors ~~required to check a box on Form 10-Q and Form~~introduce ~~10-K~~new ~~indicating~~products ~~that~~with weenhanced ~~are~~functionalities ~~a shell company. To the extent~~ that we are ~~required~~superior to ~~comply~~those ~~with~~of ~~additional disclosure because we are a shell company~~ours, wethen ~~may~~our beresults ~~delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company. In addition, Rule 144 under the Securities Act makes resales~~ of ~~restricted~~operations ~~securities~~will ~~by shareholders of a shell company more difficult~~suffer. ~~See discussion under heading “Rule 144” below.~~

~~ANY~~Failure to comply with the ~~TRANSACTION~~MoH WEand ~~PURSUE~~any ~~MAY~~other BEapplicable ~~SUBJECT~~foreign TOgovernmental ~~TAXATION~~regulatory agency, and failure of our suppliers and manufacturers to provide foreign laboratory tests for licensing requirements in Israel and to provide any other applicable confirmations to the MoH or FDA or any other regulatory authority, could cause us to lose the ability to market and sell our products which will disrupt our business and adversely affect our operations and revenues.

~~Federal and~~We ~~state tax consequences will~~rely, inand ~~all~~expect ~~likelihood,~~to becontinue ~~major~~to ~~considerations in any business combination we may undertake. Such transactions~~rely, ~~may~~on bethird-party ~~structured~~manufacturers to ~~result~~produce inour ~~tax-~~products ~~free~~that ~~treatment~~require toan ~~both~~import ~~companies,~~license ~~pursuant~~from tothe ~~various~~MoH ~~federal~~(the ~~and~~“MoH ~~state~~License”), ~~tax~~as ~~provisions. We intend~~well toas ~~structure~~other ~~any~~regulatory ~~business~~requirements ~~combination~~associated sowith assale ~~to minimize the federal~~ and ~~state~~marketing ~~tax~~of ~~consequences~~our ~~for~~products usin Israel and in the ~~target~~United ~~entity; however~~States, which requires ~~there~~our ~~can~~suppliers beand nomanufacturers ~~assurance~~to ~~that~~provide ~~such~~foreign ~~business~~laboratory ~~combination~~tests ~~will~~and ~~meet~~other ~~the~~confirmations. ~~statutory~~A ~~requirements~~failure of aour ~~tax~~third-~~free~~party ~~reorganization or that the~~manufacturers ~~parties~~to ~~will~~maintain ~~obtain~~their ~~the~~licenses ~~intended~~and ~~tax-free treatment upon a transfer~~ of ~~stock~~our orability ~~assets.~~to Aobtain ~~non-qualifying~~satisfactory ~~reorganization~~laboratory ~~could~~tests ~~result~~and ~~in the~~other ~~imposition~~confirmations offrom ~~both~~our ~~federal~~suppliers and ~~state~~manufacturers, may ~~taxes~~disrupt ~~that~~our business which may ~~have~~result in an adverse effect on ~~both~~our ~~parties~~operations toand ~~the transaction~~revenues.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

We believe that our reputation in the skincare industry is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the skincare industry is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To build, maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market.

We will continue to conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

Ineffective internal controls could impact our business and financial results. We identified material weaknesses in our internal control over financial reporting as of December 31, 2021.

As further described in Item 9A of this Form 10-K, management has concluded that, because of material weaknesses in internal control over financial reporting, our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2022. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis. If we fail to remediate these material weaknesses in our internal controls, or after having remediated such material weaknesses, thereafter fail to maintain the adequacy of our internal control over financial reporting or our disclosure controls and procedures, we could be subjected to regulatory scrutiny, civil or criminal penalties or stockholder litigation, the defense of any of which could cause the diversion of management’s attention and resources, we could incur significant legal and other expenses, and we could be required to pay damages to settle such actions if any such actions were not resolved in our favor. Moreover, we may be the subject of negative publicity focusing on these material weaknesses and we may be subject to negative reactions from stockholders and others with whom we do business.

Due to the competitive market in which we operate, we may not be able to successfully find, enter into and maintain contracts with customers, partners and other third parties, including health food and convenience stores’ chains, retail outlets and online distributers (“Retail Customers”) to sell and market our products, which may negatively impact our revenues and business success.

Our revenues and business success may be limited to the strength of our relationships and our ability to find, enter into and maintain contracts with customers, partners and other third parties, including health food and convenience stores’ chains, retail outlets and online distributers to continue to sell and market our products. We do not have long term contracts with any Retail Customers and sales to our Retail Customers are generally on an order-by-order basis and are subject to rights of cancellation and rescheduling by the customer. If we cannot fill our Retail Customers' orders in a timely manner, the sales of our products, and our relationships with those customers, may suffer, which could have a material adverse effect on our product sales and ability to grow our product lines and our business. In addition, we compete directly with our Retail Customers by selling our products to consumers via our website on the internet. If our Retail Customers believe that our direct sales to consumers divert sales from their stores, this may weaken our relationships with such customers and cause them to reduce purchases of our products.

~~THE~~If our Retail Customers will be unable ~~REQUIREMENT~~or TOunwilling ~~PROVIDE~~to ~~AUDITED~~fulfil ~~FINANCIAL~~their ~~STATEMENTS~~obligations ~~MAY~~or ~~DISQUALIFY~~decide ~~BUSINESS~~to ~~OPPORTUNITIES~~terminate their relations with us could have a material adverse effect on our business, financial condition and results of operations. In addition, such problems may require us to find new Retail Customers or other third-party service providers, and there can be no assurance that we would be successful in finding alternatives that third-party Retail Customers or other distributers would meet our standards and business interests or goals which may negatively impact our revenues and business success.

Our reliance ~~management~~on ~~believes that any potential business opportunity must provide audited financial statements for review~~distributors, retailers and ~~for~~other ~~the~~third-parties ~~protection of~~could ~~all~~affect ~~parties~~our ability to ~~the~~efficiently ~~business~~and ~~combination.~~profitably ~~One~~distribute orand ~~more~~market ~~attractive~~our ~~business~~products, ~~opportunities~~maintain ~~may~~sales ~~choose~~in toour ~~forego~~existing ~~the~~markets ~~possibility~~and ofexpand aour business into ~~combination~~other ~~with~~geographic ~~us, rather than incur the expenses associated with preparing audited financial statements~~markets.

WEOur ability to maintain and expand our ~~MAY~~existing ~~NOT~~markets BEfor ~~ABLE~~our TOproducts, ~~CONTINUE~~and ASto Aestablish ~~GOING~~markets ~~CONCERN~~in new geographic distribution areas, is dependent on our ability to establish and maintain successful relationships with reliable distributors, retailers and other third-parties strategically positioned to serve those areas. Most of our distributors, retailers and other third-parties sell and distribute competing products, and our products may represent a small portion of their businesses. The success of our distribution network will depend on the performance of the distributors, retailers, and other third-parties in our network. There is a risk they may not adequately perform their functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition from other companies who have greater resources than we do. To the extent that our distributors, retailers and other third-parties are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected. Furthermore, such third parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing and sales activities.

~~We had~~Our ~~accumulated~~ability ~~liabilities~~to ofmaintain ~~$503,000~~and atexpand ~~December~~our distribution ~~31,~~network ~~2021.~~and ~~These~~attract ~~factors~~additional ~~raise~~distributors, ~~substantial~~retailers ~~doubt~~and inother ~~the minds of our auditors about~~third-parties will ~~our~~depend ~~ability~~on ~~to continue as~~ a ~~going~~number ~~concern.~~of ~~Our~~factors, ~~financial~~some ~~statements do not include any adjustments that might result from the outcome~~ of ~~the~~which ~~uncertainty~~are ~~regarding~~outside our ~~ability to continue as a going concern~~control. IfSome ~~the~~of ~~Company~~these ~~cannot~~factors ~~continue as a going concern, its stockholders may lose their entire investment.~~include:

~~INVESTORS MAY~~• ~~HAVE~~the ~~DIFFICULTIES~~level ~~ENFORCING~~of Ademand ~~U.S.~~for ~~JUDGMENT,~~our ~~INCLUDING~~brands ~~JUDGMENTS~~and ~~BASED~~products ~~UPON~~in ~~THE~~a ~~CIVIL~~particular ~~LIABILITY~~distribution ~~PROVISIONS~~area; OF• ~~THE~~our ~~U.S.~~ability ~~FEDERAL~~to ~~SECURITIES LAWS,~~price ~~AGAINST~~our USproducts ORat ~~OUR~~levels ~~EXECUTIVE~~competitive ~~OFFICERS~~with ~~AND~~those ~~DIRECTOR,~~of ORcompeting ~~ASSERTING~~products; ~~U.S.~~and ~~SECURITIES~~• ~~LAWS~~our ~~CLAIMS~~ability INto ~~ISRAEL~~deliver products in the quantity and at the time ordered by distributors, retailers and other third-parties.

~~None of~~We ~~our~~may ~~directors~~not orbe ~~officers~~able ~~are~~to ~~residents~~successfully ofmanage all ~~the~~or ~~United~~any ~~States.~~of ~~Our~~these ~~directors’~~factors ~~and~~in ~~officers’~~any ~~assets and most~~ of our ~~assets are~~current ~~located outside the United States. Service of process upon us~~ or ~~our~~prospective ~~non-U.S.~~geographic ~~resident~~areas ~~directors and officers and enforcement~~ of ~~judgments obtained in the United States against us or our non-U~~distribution.S. ~~directors~~Our ~~and~~inability ~~executive officers may be difficult~~ to ~~obtain~~achieve ~~within~~success ~~the United~~with ~~States.~~regards ~~We have been informed by our legal counsel in Israel that it may be difficult~~ to ~~assert~~any ~~claims~~of ~~under~~these ~~U.S.~~factors ~~securities laws~~ in ~~original actions instituted in Israel or obtain~~ a ~~judgment~~geographic ~~based~~distribution onarea ~~the~~will ~~civil~~have ~~liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear~~ a ~~claim~~material ~~based~~adverse effect on ~~a violation of U.S. securities laws against us or~~ our ~~officers~~relationships ~~and~~in ~~directors~~that ~~because Israel may not~~particular begeographic ~~the most appropriate forum to bring such a claim. In addition~~area, ~~even~~thus iflimiting anour ~~Israeli~~ability ~~court agrees~~ to ~~hear~~maintain aor ~~claim,~~expand itour ~~may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable~~market, ~~the content of applicable U.S. law must be proved as a fact,~~ which ~~can be a time-consuming and costly process. Certain matters of procedure~~ will ~~also~~likely beadversely ~~governed~~affect by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our ~~officers~~revenues and ~~directors~~financial results.

~~OUR~~We have ~~CERTIFICATE~~incurred OFlosses ~~INCORPORATION~~since ~~CONTAINS~~our ~~ANTI-TAKEOVER PROVISIONS WHICH COULD ADVERSELY AFFECT THE VOTING POWER OR OTHER RIGHTS OF THE HOLDERS OF OUR COMMON STOCK~~inception.

~~Our certificate~~To ofdate ~~incorporation~~we ~~authorizes~~have ~~the~~generated ~~issuance~~minimal of up to 200,000 shares of preferred stock and our Board of Directors is empowered, without stockholder approval, to issue a new series of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stockrevenues. ~~Such authority, together with certain provisions~~ ofWe ~~Delaware~~cannot ~~law~~give ~~and~~assurances ofthat ~~our~~we ~~certificate~~will ofcontinue ~~incorporation~~to ~~and~~generate ~~bylaws,~~revenues ~~may have the effect of delaying, deterring~~ or ~~preventing~~income ~~a change~~ in ~~control of us, may discourage bids for~~ the ~~common stock at a premium over the market price and may adversely affect the market price, and the voting and other rights of the holders of the common stock~~future.

~~Although~~ To date, we have nofinanced ~~present~~our ~~intention~~operations primarily tothrough ~~issue~~marketing ~~any~~and ~~additional~~sales, ~~shares~~the sale of ~~our~~equity ~~preferred stock~~securities, weshareholders ~~may~~loans doand soshort-term ~~in the future~~credit. The ~~board~~amount of ~~directors~~our future ofnet alosses ~~Delaware~~will ~~corporation~~depend, ~~may~~in ~~issue rights~~part, ~~options,~~on ~~warrants~~the orrate ~~other~~of ~~convertible~~our ~~securities,~~future orexpenditures ~~rights~~and ~~entitling~~our ~~its~~ability ~~holders~~ to ~~purchase, receive~~obtain orfunding ~~acquire~~through ~~shares~~equity or ~~fractions~~debt offinancings, strategic ~~shares~~collaborations, ~~of the corporation~~ or ~~assets~~grants. orSkincare ~~debts~~product ordevelopment ~~other obligations~~is ofa ~~the~~speculative ~~corporation, upon~~undertaking ~~such~~and ~~terms~~involves asa ~~are~~substantial ~~determined~~degree ~~by the board~~ of ~~directors~~risk. With ~~Our~~respect ~~Board~~to ofour ~~Directors~~current isproducts ~~free,~~and ~~subject~~future toproducts ~~their~~(in ~~fiduciary~~the ~~duties~~pure tohoney ~~stockholders~~market), to ~~structure~~we ~~the~~are ~~issuance~~in orearly ~~exercise~~developments of ~~the~~our ~~rights~~penetration into the aglobal ~~manner~~market. ~~which~~Even ~~may~~if ~~exclude~~we ~~significant~~obtain ~~stockholders~~regulatory ~~from~~approval ~~being entitled~~ to ~~receive such~~market ~~rights~~our orproducts, toour ~~exercise~~future ~~such~~revenue ~~rights~~will ordepend inupon athe ~~way~~size ~~which~~of ~~may~~any ~~effectively~~markets in ~~prevent~~which aour ~~takeover~~products ofmay ~~the~~receive ~~corporation~~approval, byand ~~persons~~our ~~deemed~~ability ~~hostile~~ to ~~management.~~achieve ~~Nothing~~sufficient ~~contained~~market inacceptance, ~~our~~pricing, ~~certificate~~reimbursement offrom ~~incorporation~~third-party payors, ~~will~~and ~~prohibit~~adequate ~~our~~market ~~Board~~share offor ~~Directors~~our ~~from~~product ~~using~~candidates ~~these types of rights~~ in ~~this~~those ~~manner~~markets.

We expect to continue to incur expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if we:

	•	continue our research and preclinical and clinical development of our products;
	•	advance our programs into more expensive clinical studies;
	•	initiate additional preclinical, clinical, or other studies for our product candidates;
	•	change or add additional manufacturers or suppliers;
	•	seek regulatory and marketing approvals for our product that successfully complete regulatory approvals;
	•	establish a sales, marketing, and distribution infrastructure to commercialize any products for which we may obtain marketing approval;
	•	make milestone or other payments under any license agreements;
	•	seek to maintain, protect, and expand our intellectual property portfolio;
	•	seek to attract and retain skilled personnel;
	•	create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts; and
	•	experience any delays or encounter issues with any of the above, including but not limited to failed studies, complex results, safety issues, or other regulatory challenges that require longer follow-up of existing studies, additional major studies, or additional supportive studies in order to pursue marketing approval.

Further, the net losses we incur may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance.

We have had marginal revenues since inception. Our costs may grow quicker than our revenues, which may negatively affect our potential profitability.

We have experienced net losses and have generated marginal revenues since our inception. We expect our expenses to continue to increase in the future as we expand our product offerings and hire additional personnel. We do not anticipate generating significant revenues until we successfully develop, commercialize and sell our proposed products, of which we can give no assurance. Our expenses may be greater than we anticipate which would have a negative impact on our results of operations and our ability to invest in expansion of our business such that may negatively affect our profitability. We are unable to determine when we will generate significant revenues, if any, from the sale of any of such products.

We cannot predict when we will achieve significant profitability, if ever. Our inability to become significantly profitable may force us to curtail or temporarily discontinue our marketing and sales and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis.

~~CERTAIN STOCKHOLDERS~~If ~~POSSESS~~we ~~THE~~are ~~MAJORITY~~unable OFto ~~OUR~~protect the ~~VOTING~~confidentiality ~~POWER,~~of ~~AND~~our ~~THROUGH~~trade ~~THIS OWNERSHIP~~secrets, ~~CONTROL~~our ~~OUR~~business ~~COMPANY~~and ~~AND~~competitive ~~OUR~~position ~~CORPORATE~~would ~~ACTIONS~~be harmed.

~~Our~~We plan to rely on proprietary formulas, ~~current~~including ~~executive~~unpatented ~~officers~~know-how, ~~and~~to ~~certain~~maintain ~~large~~our ~~shareholders~~competitive ofposition. ~~the~~We ~~Company~~will ~~hold~~seek ~~approximately~~to ~~52%~~protect ofthese ~~the~~proprietary ~~voting~~secrets, ~~power~~in ofpart, ~~our~~by ~~outstanding~~entering ~~shares.~~into ~~These~~non-disclosure ~~persons~~and ~~have~~confidentiality aagreements ~~controlling~~with ~~influence~~parties inwho ~~determining~~have ~~the~~access ~~outcome~~to ofthem, ~~any~~such as our employees, corporate ~~transaction~~collaborators, outside orscientific collaborators, contract manufacturers, consultants, advisors and other ~~matters~~third ~~submitted~~ parties. Moreover, to ~~our~~the ~~stockholders~~extent ~~for~~we ~~approval~~enter into such agreements, ~~including~~any ~~mergers~~of these parties may breach the agreements and disclose its proprietary information, ~~consolidations~~including its trade secrets, and ~~the~~we ~~sale~~may ofnot ~~all~~be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or ~~substantially~~ ~~all~~misappropriated a oftrade ~~our~~secret ~~assets~~is difficult, ~~election~~ ofexpensive ~~directors~~and time-consuming, and ~~other~~the ~~significant~~outcome ~~corporate~~is ~~actions~~unpredictable. AsIn ~~such~~addition, ~~our~~some ~~executive~~courts ~~officers~~inside ~~have~~and outside the ~~power~~United toStates ~~prevent~~are less willing or ~~cause~~unwilling ato ~~change~~protect trade secrets. If any of our trade secrets were to be lawfully obtained or inindependently ~~control;~~developed ~~therefore~~by a competitor, ~~without~~we ~~their~~would ~~consent~~have weno ~~could~~right beto ~~prevented~~prevent ~~from~~them, ~~entering~~or ~~into~~those ~~transactions~~to ~~that~~whom ~~could~~they becommunicate ~~beneficial~~it, from using that technology or information to compete with us. ~~The interests~~If any of our ~~executive~~trade ~~officers~~secrets ~~may~~were ~~give~~to ~~rise~~be disclosed to or independently developed by a ~~conflict~~competitor, our competitive position would be harmed. In general, any loss of ~~interest~~trade ~~with~~secret ~~the~~protection ~~Company~~or ~~and~~other ~~the~~unpatented ~~Company’s~~proprietary ~~shareholders~~rights could harm our business, results of operations and financial condition.

~~THERE IS~~Manuka Amay ~~SUBSTANTIAL~~need ~~LACK~~additional OFfinancing ~~LIQUIDITY~~to OFaccomplish ~~OUR~~our ~~COMMON~~business and ~~STOCK~~strategic ~~AND VOLATILITY RISKS~~plans.

~~Our common~~The ~~stock~~funds iswe ~~traded~~have on ~~the~~hand ~~over-the-counter~~may ~~market~~not ~~with~~be ~~quotations~~adequate to ~~published~~develop onour ~~the~~current ~~OTCQB~~business ~~tier~~plan. ofOur ~~the~~ultimate ~~OTC~~success ~~Bulletin~~may ~~Board~~depend ~~(the~~on ~~“OTCQB”), under~~our ~~the~~ability ~~symbol~~to ~~“ATMS”~~raise additional capital. ~~The~~In ~~trading~~the ~~volume~~absence of additional financing or significant revenues and profits, we will have to approach our ~~common~~business ~~stock~~plan ~~historically~~from ~~has~~a ~~been~~much ~~limited~~different and ~~sporadic~~much more restricted direction, ~~and~~attempting ~~the~~to ~~stock~~secure additional funding sources to fund our growth, borrowing money from lenders or elsewhere or to take other ~~prices~~actions ~~have~~to ~~been~~attempt ~~volatile~~to provide funding. AsWe acannot ~~result~~guarantee ofthat ~~the~~we ~~limited~~will ~~and~~be ~~sporadic~~able ~~trading~~to ~~activity~~obtain sufficient additional funds when needed, ~~the~~or that ~~quoted~~such ~~price for~~funds, ~~our~~if ~~common~~available, ~~stock~~will be obtainable on ~~the over-the-counter~~terms ~~market~~satisfactory isto ~~not~~us. ~~necessarily~~We aare ~~reliable~~at ~~indicator~~our ofearly ~~its~~stages, ~~fair~~have ~~market~~limited ~~value~~capital and have not yet generated cash from operations. ~~The~~We ~~price~~raised atfunds from an outside investor, which ~~our~~is ~~common~~not ~~stock~~sufficient ~~will~~to ~~trade~~fund our operation for the inperiod of twelve months from the ~~future~~date ~~may~~of beapproval ~~highly~~of ~~volatile~~the ~~and~~financial ~~may~~statements, ~~fluctuate~~which raises substantial doubts as ato ~~result~~our ofability to continue as a ~~number~~going ofconcern. ~~factors,~~Management ~~including,~~plans ~~without~~to ~~limitation,~~raise ~~any~~funds from potential investors. However, there is no assurance such funding will be available ~~business~~to ~~combination~~the Company or that weit ~~announce,~~will asbe ~~well~~obtained ason terms favorable to the ~~number~~Company ofor ~~shares~~that ~~available~~any ~~for~~such ~~sale~~funding inwill provide the ~~market~~Company with sufficient funds to meet its objectives.

~~The~~We will ~~trading~~need ~~volume of our common stock may be limited and sporadic. This situation is attributable~~ to araise ~~number~~additional offinancing ~~factors, including the fact that we are a small company which is relatively unknown~~ to ~~stock~~support ~~analysts, stock brokers, institutional investors and others in~~ the ~~investment community~~manufacturing ~~that~~of ~~generate~~our orproducts ~~influence~~but ~~sales volume, and that even if~~ we ~~came~~cannot ~~to the attention of such persons, they tend to~~ be ~~risk-averse and~~sure ~~would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as~~ we ~~became~~will ~~more seasoned and viable. As a consequence, there may~~ be ~~periods~~able ofto ~~several~~obtain ~~days or more when trading activity in our shares~~additional isfinancing ~~minimal~~on orterms ~~non-existent,~~favorable ~~as compared~~ to ~~a seasoned~~us ~~issuer~~when ~~which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price~~needed. We ~~cannot~~If ~~give~~we ~~you~~are ~~any assurance~~unable ~~that~~to aobtain ~~broader or~~additional ~~more~~financing ~~active~~to ~~public~~meet ~~trading market for~~ our ~~common stock will develop or be sustained~~needs, ~~or that current trading levels will be sustained. As a result of such trading activity, the quoted price for~~ our ~~common~~operations ~~stock on the OTCQB~~ may ~~not necessarily be a reliable indicator of~~ ~~our fair market value. In addition, if our shares of common stock cease to~~ be ~~quoted,~~adversely ~~holders~~affected ~~would find it more difficult to dispose of~~ or ~~to obtain accurate quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline~~terminated.

~~The~~It is highly likely that we will need to raise significant additional capital in the future. Our current financial resources are limited and may not be sufficient to finance our operations until we become profitable. It is likely that we will need to raise additional funds in the near future in order to satisfy our working capital and capital expenditure requirements. Therefore, we are dependent on our ability to sell our securities for funds, receive grants or to otherwise raise capital. There can be no assurance that we will be able to obtain financing. Any sale of our Common Stock in the future will result in dilution to existing stockholders and could adversely affect the market price ~~for~~of our ~~stock~~Common Stock. Also, we may not be ~~volatile~~able ~~and~~to ~~subject~~borrow toor ~~fluctuations~~raise additional capital in ~~response~~the future to ~~factors~~meet our needs or to otherwise provide the capital necessary to conduct the development and commercialization of our potential products, ~~including~~which could result in the ~~following:~~loss of some or all of your investment in our Common Stock.

•Third ~~The~~parties ~~increased~~may ~~concentration~~initiate oflegal ~~the~~proceedings ~~ownership~~alleging ofthat ~~our~~we ~~shares~~are infringing bytheir aintellectual ~~limited~~property ~~number~~rights, the outcome of ~~affiliated~~which ~~stockholders~~would ~~following~~be ~~the~~uncertain ~~Merger~~and ~~may~~could ~~limit~~have ~~interest~~a inmaterial ~~our~~adverse ~~securities;~~effect on our business.

•Our ~~variations~~commercial success depends upon our ability and the ability of our collaborators to develop, manufacture, market and sell our products and use our proprietary formulas without infringing the proprietary rights of third parties. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our products and formulas. Third parties may assert infringement claims against us based on existing proprietary rights that may be granted in ~~quarterly~~the ~~operating~~future. ~~results~~If we are found to infringe a third party's proprietary rights, we could be required to obtain a license from such third party to continue developing and marketing its formulas. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the ~~expectations~~same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing product. In addition, we could be found liable for monetary damages. A finding of ~~securities~~infringement could ~~analysts~~prevent us from commercializing our product formulas or ~~investors;~~force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

•Even ~~revisions~~if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts’ ~~estimates~~or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Common Stock. Such litigation or ~~reductions~~proceedings incould ~~security~~substantially increase ~~analysts’~~our ~~coverage;~~operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors are able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial strength. Uncertainties resulting from the initiation and continuation of litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.

•Product ~~announcements~~liability ofclaims ~~new~~could ~~products~~damage orour ~~services~~reputation byand usadversely affect or our ~~competitors;~~business.

•The ~~reductions~~design, inmanufacture ~~the~~and ~~market~~marketing of ~~share~~our products each carry an inherent risk of product liability claims and other damage claims. In addition to the exposure, we may have for defective products, clinicians may misuse our products; or use improper techniques, regardless of how well trained, potentially leading to injury and an increased risk of product liability. A product liability or other damages claim, product recall or product misuse could require us to spend significant time and money in litigation, regardless of the ultimate outcome, or to pay significant damages and could seriously harm our business.

•If ~~announcements~~we fail to bymanage usgrowth or ~~our~~to ~~competitors~~prepare offor ~~significant~~product ~~acquisitions~~scalability effectively, ~~strategic~~it ~~partnerships,~~could ~~joint~~have ~~ventures~~an oradverse effect on our employee efficiency, product quality, working capital ~~commitments;~~levels and results of operations.

•Any ~~general~~significant ~~technological,~~growth in the market for our products or ~~economic~~our ~~trends;~~entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of December 20, 2022, we had three (3) employees and consultants who provide services on either a full-time or part-time basis. During any period of growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

•Aside ~~investor~~from ~~perception~~increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the development of new products, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, ~~industry~~management, orand ~~prospects;~~financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

• insider selling or buying;

• investors entering into short sale contracts;

• regulatory developments affecting our industry; and

• additions or departures of key personnel.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

~~BECAUSE~~Our management WEteam ~~BECAME~~may ~~PUBLIC~~not BYbe ~~MEANS~~able OFto Asuccessfully ~~“REVERSE~~implement ~~MERGER,”~~our WEbusiness ~~MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS~~strategies.

~~There may~~If beour ~~risks~~management ~~associated~~team ~~with~~is usunable ~~becoming~~to ~~public~~execute on ~~through~~our abusiness ~~“reverse~~strategies, ~~merger.”~~then ~~Securities~~our ~~analysts~~development, ofincluding ~~major~~the ~~brokerage~~establishment ~~firms~~of revenues and ~~securities~~ ~~institutions~~our ~~may~~sales ~~not~~and ~~provide~~marketing ~~coverage~~activities ofwould be usmaterially ~~because~~and ~~there~~adversely ~~were~~affected. noIn ~~broker-dealers~~addition, ~~who~~we ~~sold~~may ~~our~~encounter ~~stock~~difficulties in aeffectively ~~public~~managing ~~offering~~the ~~that would~~budgeting, beforecasting ~~incentivized~~and other toprocess ~~follow~~control orissues ~~recommend~~presented ~~the~~by ~~purchase~~any offuture ~~our common stock~~growth. ~~The~~We ~~absence~~may ofseek ~~such~~to ~~research~~augment ~~coverage~~or ~~could~~replace ~~limit~~members ~~investor interest~~of in our ~~common~~management ~~stock,~~team ~~resulting~~or inwe ~~decreased~~may lose ~~liquidity.~~key Nomembers ~~assurance~~of ~~can~~our bemanagement ~~given~~team, ~~that~~and ~~established~~we ~~brokerage~~may ~~firms~~not ~~will,~~be inable ~~the future, want~~ to ~~cover~~attract ~~our~~new ~~securities~~management ortalent ~~conduct~~with ~~any~~sufficient ~~secondary~~skill ~~offerings~~and ~~or other financings on our behalf~~experience.

~~OUR~~If we are ~~COMMON~~unable ~~STOCK~~to ~~MAY~~retain ~~NEVER~~key BEexecutives ~~LISTED~~and ONother Akey ~~MAJOR~~affiliates, ~~STOCK~~our ~~EXCHANGE~~growth could be significantly inhibited, and our business harmed with a material adverse effect on our business, financial condition and results of operations.

~~While we~~Our ~~may~~success ~~seek~~is, ~~the~~to ~~listing of our common stock on~~ a ~~national~~certain orextent, ~~other~~attributable to ~~securities~~the ~~exchange~~management, atsales ~~some~~and ~~time~~marketing, inof ~~the~~certain ~~future,~~personnel. If we ~~currently~~lose ~~do not satisfy~~ the ~~initial~~services ~~listing~~of ~~standards~~our ~~and~~senior ~~cannot~~management, ~~ensure that~~ we ~~will~~may not be able to immediately ~~satisfy~~locate ~~such~~suitable ~~listing standards~~ or ~~that~~qualified ~~our~~replacements ~~common~~and ~~stock will~~may beincur ~~accepted~~additional ~~for~~expenses ~~listing on any such exchange. Should we fail~~ to ~~satisfy~~recruit ~~the~~and ~~initial~~train ~~listing standards~~new ~~of such exchanges~~personnel, or ~~our~~which ~~common stock is otherwise rejected for listing, the trading price of our common stock~~ could severely ~~suffer,~~disrupt ~~the trading market for~~ our ~~common~~ ~~stock~~business ~~may be less liquid,~~ and ~~our common stock price may be subject to increased volatility~~prospects.

~~OUR~~If we fail to attract, hire and retain qualified personnel, we may ~~STOCK~~not ~~PRICE~~be ~~MAY~~able BEto ~~VOLATILE~~design, develop, market or sell our products or successfully manage our business.

~~The~~We have a small management team and are ~~market~~particularly ~~price~~dependent on our core management team. Accordingly, our business prospects are dependent on the principal member of our ~~common~~executive team, ~~stock~~the isloss ~~likely~~of whose services could make it difficult for us to bemanage ~~highly~~our ~~volatile~~business successfully and achieve our business objectives. While we have entered into employment agreements with our executive officer, he could ~~fluctuate~~leave ~~widely~~at inany ~~price~~time, in ~~response~~addition to ~~various~~our ~~factors,~~other ~~many~~employees ofand ~~which~~consultants, who are ~~beyond~~all “at will” employees. Our ability to identify, attract, retain and integrate additional qualified key personnel is also critical to our ~~control~~success. Competition for skilled research, ~~including~~product development, regulatory and technical personnel is intense, and we may not be able to recruit and retain the ~~following:~~personnel we need. The loss of the services of any key personnel, or our inability to hire new personnel with the requisite skills, could restrict our ability to develop our operations and business.

•Investors ~~changes~~may inhave difficulties enforcing a U.S. judgment, including judgments based upon the civil liability provisions of the U.S. federal securities laws, against us or our ~~industry;~~executive officers and directors, or asserting U.S. securities laws claims in Israel.

•None of our ~~ability~~directors or executive officers are residents of the United States. Most of our directors’ and executive officers’ assets and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and executive officers and enforcement of judgments obtained in the United States against us or our non-U.S. directors and executive officers may be difficult to obtain ~~working~~within ~~capital~~the ~~financing;~~United States. We have been informed by our legal counsel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our executive officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our executive officers and directors.

•Moreover, ~~additions~~among other reasons, including but not limited to fraud or ~~departures~~absence of ~~key~~due ~~personnel;~~process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, an Israeli court will not enforce a foreign judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel.

•We ~~limited~~rely ~~“public~~on ~~float”~~third inparty ~~the~~suppliers ~~hands~~and ofmanufacturers, which acould ~~small~~be ~~number~~a ofbarrier ~~persons~~and ~~whose~~cause ~~sales~~supply orshortage ~~lack~~and ofinterruption ~~sales~~that could ~~result~~materially inimpact ~~positive~~our orbusiness, ~~negative~~and ~~pricing~~we ~~pressure~~are dependent on these ~~the~~third ~~market price for our common stock;~~parties.

•We ~~sales~~rely ofupon third party suppliers and manufacturers, including Chic in Israel and Waitemata Honey Co located in New Zealand, to supply raw materials and our ~~common~~products. A ~~stock;~~supplier’s failure to supply materials in a timely manner, or to supply its finished products, may harm our ability to manufacture our products cost-effectively or at all, and our revenues and gross margins might suffer.

•In addition, any significant interruption, negative changes in the availability or economics of the supply chain or increases in the prices for the ingredients in our ~~ability~~products provided by any such third-party suppliers, manufacturers and contractors could materially impact our business, financial condition, results of operations and prospects. Any inability to ~~execute~~secure required supplies or to do so on appropriate terms could have a materially adverse impact on our business, ~~plan;~~financial condition, results of operations and prospects.

•We ~~operating~~do ~~results~~not ~~that~~control ~~fall~~the ~~below~~operational ~~expectations;~~processes of our third-party suppliers and manufacturers with whom we contract and their quality control, quality assurance and the maintenance of records and documentation, and we are dependent on these third parties for our business.

•Further, ~~loss~~our ofthird-party ~~any~~contract ~~strategic relationship;~~manufacturers may:

• ~~regulatory~~have ~~developments~~economic or business interests or goals that are inconsistent with ours; • have economic or business hardship, including COVID-19 pandemic or other global crisis; • take actions contrary to our instructions, requests, policies or objectives; • be unable or unwilling to fulfill their obligations to comply with applicable regulations, including those regarding the safety and quality of products and ingredients and good manufacturing practices; have financial difficulties; • encounter raw material or labor shortages; and • encounter increases in raw material or labor costs that may affect our procurement costs.

•The ~~economic~~occurrence of any of these events, alone or together, could have a material adverse effect on our business, financial condition and results of operations. In addition, such problems may require us to find new manufacturers or other ~~external~~third-party ~~factors;~~service providers, and there can be no assurance that we would be successful in finding alternatives that third-party suppliers, manufacturers or distributors meeting our standards of innovation and quality.

• period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

~~OUR COMMON~~Underproduction ~~STOCK~~could ISlead ~~SUBJECT~~to TOundercapitalization ~~PRICE~~of ~~VOLATILITY~~market ~~UNRELATED TO OUR OPERATIONS~~demand.

~~The market~~We ~~price~~may ofnot meet our ~~common~~product ~~stock~~development and ~~could~~commercialization ~~fluctuate~~milestones. ~~substantially~~We ~~due~~have toseveral adevelopment ~~variety~~programs ofthat ~~factors,~~are ~~including~~in ~~market~~the ~~perception~~pre-commercial ofstage. ~~our~~The ~~ability to~~success ~~achieve~~of ~~our~~each ~~planned~~formulation development ~~growth,~~program ~~quarterly~~is ~~operating~~highly ~~results~~dependent ofon ~~other~~its ~~companies~~correct ininterpretation ~~the~~of ~~same~~commercial ~~industry~~market requirements, ~~trading~~and ~~volume~~its intranslation ~~our~~of ~~common stock,~~those ~~changes~~requirements ininto ~~general~~applicable ~~conditions~~product inspecifications ~~the economy~~ and ~~the~~appropriate ~~financial~~development ~~markets~~milestones. orIf ~~other~~we ~~developments~~have ~~affecting~~misinterpreted ~~the~~market ~~Company’s competitors~~requirements, or if the ~~Company~~requirements ~~itself.~~of Inthe ~~addition~~market change, ~~the~~we ~~OTCQB~~may isdevelop ~~subject~~a toproduct ~~extreme~~that ~~price~~does ~~and~~not ~~volume~~meet ~~fluctuations~~the incost ~~general.~~and ~~This~~performance ~~volatility~~requirements ~~has~~for ~~had~~ a ~~significant~~successful commercial ~~effect~~product. onIn ~~the~~addition, ~~market~~if ~~price~~we ofdo ~~securities~~not ~~issued~~meet bythe ~~many~~required ~~companies~~development ~~for~~milestones, ~~reasons~~our ~~unrelated~~commercialization toschedules ~~their~~could ~~operating~~be ~~performance and~~delayed, which could ~~have~~result ~~the~~in ~~same~~potential ~~effect~~adverse effects on our ~~common stock~~business.

~~WE DO~~Changes ~~NOT~~in ~~PLAN~~customer TOexpectation ~~DECLARE~~in ORour ~~PAY~~industry ~~ANY~~and ~~DIVIDENDS~~market TOmay ~~OUR~~materially affect ~~STOCKHOLDERS~~the INresults ~~THE~~of ~~NEAR~~our ~~FUTURE~~operations.

~~We have~~The ~~not~~risk ~~declared~~of ~~any~~not ~~dividends~~meeting inour ~~the~~customer ~~past,~~expectations may ~~and~~result wein doa ~~not~~shift ~~intend to distribute dividends~~ in ~~the~~our ~~near~~market ~~future~~shares. ~~The~~Our ~~declaration,~~customers ~~payment and~~may ~~amount~~not ~~of any future dividends will~~ be ~~made~~satisfied atwith the ~~discretion~~products ofwe ~~the board of directors and will depend upon~~deliver, ~~among~~therefore ~~other~~there ~~things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There~~ is noa ~~assurance~~ chance that ~~future~~they ~~dividends~~ will bechoose ~~paid,~~products ~~and~~offered ifby ~~dividends~~our ~~are~~competitors. ~~paid,~~This ~~there~~may isresult noin ~~assurance~~low ~~with respect~~sales torevenue ~~the~~and ~~amount~~a ~~of any~~lower ~~such~~market ~~dividend~~share.

The future worldwide demand for our current products and our future products is uncertain. Our current products and our future products may not be accepted and may not become commercially successful.

Customers may not perceive the benefits of our products and may be reluctant or unwilling to adopt our products as a treatment option. While we believe that our products are a better alternative to other treatments of certain skin conditions, individuals who are accustomed to using other modalities to treat customers may be reluctant to adopt broad use of our products.

We must grow markets for our products through education and awareness programs. While studies have been done, there may be more to perform, and certainly there will be with new projects. The process of marketing the results of the studies is subject to a peer-review process. Peer reviewers may not consider the results of studies of our products and any future products sufficiently novel or worthy of publication. Failure to have studies of our product accepted may affect adoption of our products.

Increases in the demand for, or the price of, raw materials could hurt our profitability, including with respect to supply chain disruptions.

The raw materials used to manufacture our products are subject to availability constraints and price volatility caused by weather, supply conditions, government regulations, general economic conditions, the COVID-19 pandemic and other global health crisis as well as other unpredictable factors. Increases in the demand for, or the price of, raw materials could hurt our profitability.

Risks Related to The Securities Markets and Investments in Our Common Stock

Our primary shareholder possesses the majority of our voting power, and through this ownership, controls the Company and its corporate actions.

Our primary shareholder and executive officer, Shimon Citron, holds together with his spouse, a stake of 72% of the voting power in the Company. This executive officer, thus, has a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such, this executive officer has the power to prevent or cause a change in control; therefore, without his consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officers may give rise to a conflict of interest with the Company and our shareholders. For additional details concerning voting power, please refer to the section below entitled “Description of Securities.”

There is a substantial lack of liquidity of our Common Stock and volatility risks, and because there is no active public trading market for our Common Stock, you may not be able to resell your Common Stock.

Our Common Stock is traded on the over-the-counter market with quotations published on the OTC Pink, under the symbol “ATMS”. The OTC Pink is not otherwise regularly quoted on any other over-the-counter market or exchange. The trading volume of the Common Stock historically has been limited and sporadic, and the stock prices have been volatile. As a result of the limited and sporadic trading activity, the quoted price for the Common Stock on the over-the-counter market is not necessarily a reliable indicator of its fair market value. The market price of our Common Stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our Common Stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or the Company itself. In addition, the OTC Pink is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our Common Stock.

Sporadic and limited trading volume is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

We intend to apply for the listing of our shares to trade on the OTCQB, an inter-dealer, over-the-counter market that provides significantly less liquidity than other national or regional exchanges. This process takes at least 60 days, and the application must be made on our behalf by a market maker. Our Common Stock may be listed or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, we may not be able to convince any broker/dealers to act as market-makers and make quotations on OTCQB. If our Common Stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.

Furthermore, there is no guarantee that our shares will be listed on the OTCQB or any other "over- the- counter" marketplace. We are currently traded on the OTC Pink. If our securities are not eligible for continued quotation on the OTC Pink, or if a public trading market does grow and develop, purchasers of the shares of Common Stock may have difficulty selling or be unable to sell their securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.

We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our Common Stock on the OTC Pink may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of Common Stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our Common Stock and as a result, the market value of our Common Stock likely would decline.

~~THE REQUIREMENTS~~The OFmarket ~~BEING~~price Afor ~~PUBLIC~~our ~~COMPANY~~stock ~~MAY~~may ~~STRAIN~~be volatile ~~OUR~~and ~~RESOURCES~~subject ~~AND~~to ~~DISTRACT~~fluctuations ~~MANAGEMENT.~~in response to factors, including the following:

~~As a~~• ~~public~~The ~~company,~~increased weconcentration ~~are~~of ~~subject~~the toownership ~~the~~of ~~reporting~~our ~~requirements~~shares by a limited number of affiliated stockholders following the ~~Exchange~~merger ~~Act~~may ~~and~~limit interest in our securities; • variations in quarterly operating results from the ~~Sarbanes-Oxley~~expectations ~~Act~~of securities analysts or investors; • revisions in securities analysts’ estimates or reductions in security analysts’ coverage; • announcements of ~~2002~~new (products or services by us or our competitors; • reductions in the ~~“Sarbanes-Oxley Act”).~~market ~~These~~share ~~requirements~~of ~~are~~our ~~extensive.~~products; ~~The~~• ~~Exchange~~announcements ~~Act~~by ~~requires~~us ~~that~~or weour ~~file~~competitors ~~annual~~of significant acquisitions, ~~quarterly~~strategic ~~and~~partnerships, ~~current~~joint ~~reports~~ventures ~~with~~or ~~respect to~~capital commitments; • general technological, market or economic trends; • investor perception of our ~~business~~industry ~~and~~or ~~financial~~prospects; ~~condition.~~• ~~The~~insider ~~Sarbanes-Oxley~~selling ~~Act~~or ~~requires~~buying; ~~that~~• weinvestors ~~maintain~~entering ~~effective~~into ~~disclosure~~short ~~controls~~sale ~~and~~contracts; ~~procedures~~ • regulatory developments affecting our industry; and ~~internal~~• ~~controls~~additions ~~over~~or ~~financial~~departures ~~reporting~~of key personnel.

~~We may~~Many ~~incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all~~ of these ~~applicable~~factors ~~rules~~are ~~and~~beyond ~~regulations to significantly increase~~ our ~~legal and financial compliance costs~~control and ~~to make some activities more time consuming and costly. This~~ may ~~divert~~decrease ~~management’s~~the ~~attention~~market ~~from~~price ~~other~~of ~~business~~our ~~concerns~~Common Stock, ~~which~~ ~~could~~regardless ~~have~~of ~~a material adverse effect on~~ our ~~business,~~operating ~~financial condition and results of operations~~performance. We ~~also~~cannot ~~expect~~make ~~that~~any ~~these~~predictions ~~applicable~~or projections ~~rules~~as ~~and~~to ~~regulations~~what ~~may~~the ~~make~~prevailing itmarket ~~more~~price ~~difficult and more expensive~~ for usour toCommon ~~obtain~~Stock ~~director~~will ~~and officer liability insurance and we may~~ be ~~required~~at toany ~~accept~~time, ~~reduced~~including ~~policy~~as ~~limits and coverage or incur substantially higher costs~~ to ~~obtain~~whether ~~the~~our ~~same~~Common orStock ~~similar~~will ~~coverage. As~~sustain acurrent ~~result~~market prices, itor ~~may~~as ~~be more difficult for us~~ to ~~attract~~what ~~and~~effect ~~retain~~that ~~qualified~~the ~~individuals~~sale ~~to serve on our board~~ of ~~directors~~shares or asthe ~~executive officers.~~availability Weof ~~are~~Common ~~currently~~Stock ~~evaluating~~for ~~and~~sale ~~monitoring~~at ~~developments~~any ~~with~~time ~~respect~~will ~~to these rules, and we cannot predict or estimate the amount~~have ofon ~~additional costs we may incur or~~ the ~~timing~~prevailing ofmarket ~~such costs~~price.

~~FUTURE~~Because we became ~~CHANGES~~public INby ~~FINANCIAL~~means ~~ACCOUNTING~~of ~~STANDARDS~~a OR“reverse ~~PRACTICES~~merger”, ~~MAY~~we may ~~CAUSE~~not ~~ADVERSE~~be ~~UNEXPECTED~~able to ~~FINANCIAL~~attract ~~REPORTING~~the ~~FLUCTUATIONS~~attention ~~AND~~of ~~AFFECT~~major ~~REPORTED RESULTS~~brokerage ~~OF OPERATIONS~~firms.

~~A change~~There inmay ~~accounting~~be ~~standards~~risks orassociated ~~practices~~with ~~can~~us becoming ~~have~~public through a ~~significant~~“reverse ~~effect~~merger.” onSecurities ~~our~~analysts ~~reported~~of ~~results~~major brokerage firms and securities institutions may ~~even~~not provide ~~affect~~coverage of us because there were no broker-dealers who sold our ~~reporting~~stock ~~of transactions~~in ~~completed~~a ~~before~~public offering that would be incentivized to follow or recommend the ~~change~~purchase isof ~~effective~~our Common Stock. ~~New~~ ~~accounting~~The ~~pronouncements~~absence ~~and~~of ~~varying~~such ~~interpretations~~research ofcoverage ~~accounting~~could ~~pronouncements have~~limit ~~occurred~~investor ~~and~~interest ~~may~~in ~~occur~~our Common Stock, resulting in ~~the~~decreased ~~future~~liquidity. ~~Changes~~ toNo ~~existing~~assurance ~~rules~~can orbe ~~the~~given ~~questioning~~that ofestablished ~~current~~brokerage ~~practices~~firms ~~may~~will, ~~adversely~~in ~~affect~~ the future, want to cover our ~~reported~~securities or ~~financial~~conduct ~~results~~any secondary offerings or ~~the~~other ~~way~~financings weon ~~conduct~~our ~~business~~behalf.

~~“PENNY STOCK”~~Our ~~RULES~~Common ~~MAY~~Stock ~~MAKE~~may ~~BUYING~~not ORbe ~~SELLING~~eligible ~~OUR~~for ~~COMMON~~listing ~~STOCK~~or ~~DIFFICULT~~quotation on any national securities exchange.

~~Trading in~~We ~~our~~do ~~common~~not ~~stock~~currently ismeet ~~subject~~the toinitial ~~the~~quantitative listing ~~“penny~~standards ~~stock”~~of ~~rules.~~any ~~The~~national ~~SEC~~securities ~~has~~exchange. ~~adopted~~We ~~regulations~~cannot assure you that ~~generally~~we ~~define~~will abe ~~penny~~able ~~stock~~ to bemeet the initial listing standards of any ~~equity~~national ~~security~~securities ~~that~~exchange ~~has~~in athe ~~market price~~future, ofor, ~~less~~if ~~than~~we ~~$5.00~~do ~~per~~meet ~~share~~such initial listing standards, ~~subject~~that towe ~~certain~~will ~~exceptions.~~be ~~These~~able ~~rules~~to ~~require~~maintain ~~that~~ any ~~broker-dealer~~such ~~that~~listing. ~~recommends~~Until our ~~common~~Common ~~stock~~Stock tois ~~persons~~listed ~~other~~on ~~than~~a ~~prior~~national ~~customers~~securities ~~and~~exchange, ~~accredited~~which ~~investors,~~event ~~must~~may never occur, ~~prior~~we ~~to the~~expect ~~sale,~~that ~~make~~it awill continue ~~special~~to ~~written~~be ~~suitability~~eligible ~~determination~~and ~~for~~quoted on the OTC ~~purchaser~~Pink. ~~and~~However, ~~receive~~investors ~~the~~may ~~purchaser’s~~find ~~written~~it ~~agreement~~difficult to ~~execute~~obtain accurate quotations as to the ~~transaction.~~market ~~Unless~~value anof ~~exception~~our isCommon ~~available~~Stock. Further, the ~~regulations~~national securities exchanges are adopting so-called “seasoning” rules that will require ~~the~~that ~~delivery~~we meet certain requirements, ~~prior~~including toprescribed ~~any~~periods ~~transaction~~of ~~involving~~time atrading ~~penny~~over ~~stock,~~the counter and minimum filings of aperiodic ~~disclosure~~reports ~~schedule~~with ~~explaining~~ the ~~penny~~SEC, ~~stock~~before ~~market~~we ~~and~~are ~~the~~eligible ~~risks~~to ~~associated~~apply ~~with~~for ~~trading~~listing inon ~~the~~such ~~penny~~national ~~stock~~securities ~~market~~exchanges. In addition, if we ~~broker-dealers~~fail ~~must~~to ~~disclose~~meet ~~commissions~~the ~~payable~~criteria toset ~~both~~forth ~~the~~in ~~broker-dealer~~SEC ~~and~~regulations, ~~the~~various ~~registered~~requirements ~~representative~~would ~~and~~be ~~current~~imposed ~~quotations~~by ~~for the~~law on broker-dealers who sell our securities to ~~they~~persons ~~offer.~~other ~~The~~than ~~additional~~established ~~burdens~~customers ~~imposed~~and ~~upon~~accredited ~~broker-dealers~~investors. byConsequently, such ~~requirements~~regulations may ~~discourage~~deter broker-dealers from recommending ~~effecting~~or ~~transactions~~selling in our ~~common~~Common ~~stock~~Stock, which ~~could~~may ~~severely~~further ~~limit~~affect ~~the~~its ~~market~~liquidity. ~~price~~This ~~and~~would ~~liquidity~~also ofmake ~~our~~it ~~common~~more ~~stock~~difficult for us to raise additional capital.

~~INEFFECTIVE INTERNAL~~Our ~~CONTROLS~~stock ~~COULD~~price ~~IMPACT~~may ~~OUR~~be ~~BUSINESS AND FINANCIAL RESULTS~~volatile. ~~WE IDENTIFIED MATERIAL WEAKNESSES IN OUR INTERNAL CONTROL OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2021~~

~~Pursuant to~~The ~~Section~~market ~~404~~price of ~~the Sarbanes-Oxley Act of 2002, we are required to furnish an annual report by~~ our ~~management~~Common ~~assessing~~Stock ~~the effectiveness~~is oflikely ~~our~~to ~~internal~~be ~~control~~highly ~~over~~volatile ~~financial~~and ~~reporting.~~could ~~This~~fluctuate ~~assessment~~widely ~~must include disclosure of any material weaknesses~~ in ~~our~~price ~~internal control over financial reporting identified by management. Ineffective internal control over financial reporting can result~~ in ~~errors~~response ~~or other problems in our financial statements. In addition, our internal control over financial reporting is not required~~ to bevarious ~~audited by our independent registered public accounting firm. If we are unable to assert that our internal controls are effective~~factors, ~~our~~many ~~investors could lose confidence in the accuracy and completeness~~ of ~~our financial reports,~~ which inare ~~turn~~beyond ~~could cause~~ our ~~stock price to decline. Failure to maintain effective internal~~ control ~~over financial reporting could also result in investigation or sanctions by regulatory authorities.~~, ~~Management’s~~including ~~report as of~~ the ~~end of fiscal year 2021 concluded that our internal control over financial reporting were not effective.~~following:

	•	changes in our industry;
	•	our ability to obtain working capital financing;
	•	additions or departures of key personnel;
	•	limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our Common Stock;
	•	sales of our Common Stock
	•	our ability to execute our business plan;
	•	operating results that fall below expectations;
	•	loss of any strategic relationship;
	•	regulatory developments;
	•	economic and other external factors; and
	•	period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Common Stock.

~~As further~~Our ~~described~~Common inStock Item 9A of this Form 10-K, management has concluded that, because of material weaknesses in internal control over financial reporting, our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2021. A “material weakness” is asubject deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis. If we fail to ~~remediate~~price ~~these~~volatility ~~material~~unrelated ~~weaknesses in our internal controls, or after having remediated such material weaknesses, thereafter fail~~ to ~~maintain the adequacy of~~ our ~~internal control over financial reporting~~ or our disclosure controls and procedures, we could be subjected to regulatory scrutiny, civil or criminal penalties or stockholder litigation, the defense of any of which could cause the diversion of management’s attention and resources, we could incur significant legal and other expenses, and we could be required to pay damages to settle such actions if any such actions were not resolved in our favoroperations. ~~Moreover, we may be the subject of negative publicity focusing on these material weaknesses and we may be subject to negative reactions from stockholders and others with whom we do business.~~

The market price of our Common Stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our Common Stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or the Company itself. In addition, the OTC Pink is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our Common Stock.

A decline in the price of our Common Stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our Common Stock could result in a reduction in the liquidity of our Common Stock and a reduction in our ability to raise capital. A decline in the price of our Common Stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our Common Stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet its obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our Common Stock.

A portion of the outstanding shares of Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of Common Stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of Common Stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four-calendar week rule does not apply to companies quoted on the OTC Pink). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of Common Stock, may have a depressive effect upon the price of our shares of Common Stock in any active market that may develop.

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain resources and distract management.

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect to the business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on the Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on reported results and may even affect reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect reported financial results or the way we conduct business.

“Penny Stock” rules may make buying or selling our Common Stock difficult.

Trading in our Common Stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our Common Stock, which could severely limit the market price and liquidity of our Common Stock.

Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

WeOur principal executive office is currently located at 3 Eliezer Vardinon St., Suite 701, Petach Tikva, Israel. These premises are leased under a lease agreement signed on August 10, 2021 and comprise approximately 85 square meters in size. We do not currently own ~~or lease~~ any properties.

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to or subject to any material legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our ~~common~~ ~~stock~~Common Stock is quoted on the ~~OTCQB~~OTC Pink under the symbol “ATMS.” As of March 1, ~~2022~~2023, there were 8590 holders of record of our ~~common stock~~Common Stock.

We have not paid dividends on our ~~common~~Common Stock ~~stock~~ since inception, and we do not intend to pay any dividends to our stockholders in the foreseeable future. ~~We currently intend to retain earnings, since the Company has no current business or development projects.~~ The declaration of ~~dividends~~ dividends in the future will be at the election of ~~our~~the Board of Directors and will depend upon our earnings, capital requirements, financial position, general economic conditions, and other factors the Board of Directors deem relevant.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

1213

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers information pertaining to the Company for the year ended December 31, ~~2021~~2022 and should be read in conjunction with the audited financial statements and related notes of the Company as of and for the year ended December 31, ~~2021~~ 2022. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

OVERVIEW

~~As a~~We ~~result~~are ofa ~~the~~beauty ~~notice~~company ofthat ~~termination~~develops ofand ~~the~~distributes ~~License~~premium-quality skincare ~~Agreement on January 10~~products, ~~2019, the Company no longer has business operations. The Company believes~~ that itare ~~will~~based ~~continue~~on toMānuka ~~experience~~honey ~~losses~~ and ~~increased~~bee ~~negative~~venom. ~~working~~Our ~~capital~~skincare ~~and~~products ~~negative~~are ~~cash~~manufactured ~~flows~~ in ~~the~~Israel ~~near future~~by ~~and~~our ~~will~~vendor, Chic ~~not~~with beMānuka ~~able~~honey toingredients. ~~return~~We toimport ~~positive~~Mānuka ~~cash~~honey ~~flow~~from ~~without~~our ~~either~~supplier ~~obtaining additional financing~~ in ~~the~~New ~~near~~Zealand, ~~term~~Waitemata orHoney ~~completing a~~pursuant ~~business~~to ~~transaction. The Company has experienced difficulties accessing~~ the ~~equity and debt markets and raising capital and there can~~ beSupply noAgreement. ~~assurance~~On ~~that~~February ~~the Company will be able to raise such additional capital on favorable terms~~28, ~~or at all~~2022, orwe bewere ~~able~~granted toan ~~complete~~import ~~a business~~license ~~transaction.~~from ~~If additional funds are raised through~~ the ~~issuance of equity securities or completing a business transaction~~MoH, ~~the Company’s~~which ~~existing~~allows ~~stockholders~~it ~~will experience significant dilution. In order~~ to ~~conserve~~import ~~the~~Mānuka ~~Company’s~~honey ~~cash and manage its~~from ~~liquidity,~~Waitemata ~~the Company has implemented cost-cutting initiatives including the reduction of employee headcount and overhead costs~~Honey.

The ~~Company’s~~ ~~Board~~skincare ofproduct ~~Directors~~formulas isare ~~exploring~~the ~~strategic~~intellectual ~~alternatives~~property of Manuka, ~~which~~pursuant ~~may~~to ~~include~~an ~~future~~agreement ~~acquisitions,~~signed aby ~~merger~~the ~~with~~Company ~~another~~and ~~company or~~Chic ~~the~~on ~~sale~~December of14, 2021 (the ~~public~~“Formula ~~shell company~~Agreement”).

Currently, we operate only in Israel through our online platform www.bmanuka.co.il. Our website and mobile applications currently offer six cosmetic skincare products: “Face Serum with Manuka Honey and Bee Venom”; “Face Serum with enhanced Vitamin C”; “Day Cream”; “Night nourishing Cream”; “Eye Cream”; and “Face Cleanser Gel”. In the future, we plan to expand our business to other markets outside of Israel with the www.bmanuka.com website, which is still under development.

We believe our focus on delivering a compelling value proposition to our clients across all Manuka’s product categories would drive loyalty from clients. We intend to offer a loyalty program, subscription plans and target promotions. As such, Manuka offers frequent promotions, coupons, and gifts with purchase. For example, Manuka is currently developing a new shopping experience, its “try before you buy” experience. Subject to the “try before you buy” plan’s policy, we would offer selected bundles of products, with payment by customers on shipping costs only. Unsatisfied customers would be able to return the products within 14 days for no other costs (including no return fees). Satisfied customers would be charged after 14 days for the full amount of purchase.

We plan to broaden our line of products that is currently focused on Mānuka honey and bee venom skincare market to include the pure Mānuka honey market, based on Mānuka honey from New Zealand. Our current MoH License enables us to develop and include the pure Mānuka honey products to our existing skincare line of products.

TAXES

We have not recorded any income tax benefit for any period from inception to December ~~31, 2021. We did record an income tax benefit of $53~~ ~~for the year ended December~~ 31, ~~2020~~2022.

CRITICAL ACCOUNTING POLICIES

~~There are~~Critical noAccounting ~~critical~~Policies ~~accounting policies for the years ended December 31, 2021~~ and ~~2020.~~Estimates

~~RESULTS~~Our management’s discussion and analysis of our financial OFcondition ~~OPERATIONS~~and ~~FOR~~results ~~THE~~of ~~YEAR~~operations ~~ENDED~~is ~~DECEMBER~~based 31on our financial statements, ~~2021~~which ~~COMPARED~~we TOhave ~~THE~~prepared ~~PERIOD~~in ~~ENDED~~accordance ~~DECEMBER~~with ~~31,~~generally ~~2020~~accepted accounting ~~(dollars~~principles in ~~thousands)~~the United States, or U.S. GAAP. The preparation of these financial statements requires us 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 financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on various factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

~~REVENUES. The~~While ~~Company~~our ~~did~~significant ~~not~~accounting ~~have~~policies ~~revenue-producing~~are ~~operations~~more ~~for~~fully ~~the~~described in ~~fiscal~~Note ~~year~~2 ~~ended~~to ~~December~~our ~~31,~~financial ~~2021~~statements appearing elsewhere in this Form 10-K, orwe believe that the ~~fiscal~~following ~~year~~accounting ~~ended~~policy ~~December~~is the most ~~31,~~critical ~~2020~~for fully understanding and evaluating our financial condition and results of operations.

~~COST OF~~Stock-Based ~~REVENUES. The Company had no cost of revenues for the fiscal year ended December 31, 2021, or the fiscal year ended December 31, 2020, due to the fact that the Company has no business operations.~~Compensation

~~PROFIT~~We apply the fair value recognition provisions ~~FROM~~of ~~SALE~~ASC OF718, ~~OPERATIONS~~Compensation—Stock Compensation, ~~NET.~~or WeASC ~~did~~718, ~~not~~for ~~incur~~stock-based aawards ~~profit~~granted to ~~from~~officers and other providers for their services. Determining the ~~sale~~amount of ~~operations~~stock-based incompensation ~~the~~to ~~fiscal~~be ~~year~~recorded ~~ended~~requires ~~December~~us ~~31,~~to ~~2021,~~develop orestimates of the ~~fiscal~~fair ~~year~~value ~~ended~~of ~~December~~stock ~~31,~~options ~~2020~~as of their grant date. Calculating the fair value of stock-based awards requires that we make subjective assumptions.

~~RESEARCH AND~~Pursuant ~~DEVELOPMENT~~to ~~EXPENSES.~~ASC We718, ~~did~~we ~~not~~measure ~~incur~~stock-based ~~any~~awards ~~research~~granted ~~and~~to employees, ~~development~~members ~~expenses~~of ~~for~~ the ~~fiscal~~board ~~year~~of ~~ended~~directors ~~December~~and ~~31,~~other ~~2021,~~providers ~~or for~~at ~~the~~fair ~~fiscal~~value ~~year~~on ~~ended~~the ~~December~~date ~~31,~~of ~~2020,~~grant ~~due~~and torecognize the ~~termination~~corresponding stock-based compensation expense of ~~the~~those ~~License~~awards ~~Agreement~~on ~~resulting~~a instraight-line ~~the~~basis ~~Company~~over nothe ~~longer~~requisite ~~having business~~service ~~operations~~period.

13The fair value calculation of the option awards requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. Each of the above factors requires us to use judgment and make estimates in determining the percentages and time periods used for the calculation. If we were to use different percentages or time periods, the fair value of option awards could be materially different. We recognize stock-based compensation cost for option awards on an straight line basis over the employee’s requisite service period, net of estimated forfeitures.

~~SELLING AND~~Volatility ~~MARKETING~~is ~~EXPENSES.~~derived ~~Selling~~from ~~and~~the ~~marketing~~historical ~~expenses~~volatility ~~were~~of $0publicly traded ~~for~~set ~~the~~of ~~fiscal~~peer ~~year~~companies. ~~ended~~The ~~December~~risk-free ~~31,~~interest ~~2021,~~rates ~~and~~used $0in ~~for~~the Black-Scholes calculations are based on the ~~fiscal~~prevailing U.S. Treasury ~~year~~yield ~~ended~~as ~~December~~determined ~~31,~~by ~~2020,~~the ~~due~~U.S. toFederal ~~the~~Reserve. ~~Company~~We ~~being~~have ~~“shell”~~not ~~company~~paid dividends and ~~having~~does nonot ~~substantive~~anticipate ~~operations~~paying dividends in the foreseeable future.

~~GENERAL AND~~Accordingly, ~~ADMINISTRATIVE~~no ~~EXPENSES.~~dividend ~~Our~~yield ~~general~~was ~~and~~assumed ~~administrative~~for ~~expenses~~purposes ~~consisted~~of ~~primarily~~estimating the fair value of our stock-based compensation. ~~costs~~The ~~for~~weighted ~~administrative, finance~~average ~~and~~expected ~~general~~life ~~management~~of ~~personnel,~~options ~~insurance,~~was ~~legal,~~estimated ~~accounting~~individually ~~and~~in ~~administrative~~respect ~~costs~~of each grant.

General and administrative expenses for the fiscal year ended December 31, 2021, decreased by 7% to $154 from $167 for the fiscal year ended December 31, 2020. The decrease is attributable mainly to the decrease in insurance expense.

FINANCIAL EXPENSE, NET. We recognized financial expense of $13 for the fiscal year ended December 31, 2021, compared to financial expense, net of $7 for the fiscal year ended December 31, 2020. The reason for the increase in financial expense was attributable mainly to the increase in interest expense of outstanding loans.

OTHER EXPENSES. Other expenses consist primarily of capital losses in respect of the sale of fixed assets. We incurred no capital losses in the fiscal year ended December 31, 2021, or the fiscal year ended December 31, 2020.

NET LOSS. We incurred a net loss of $167 in the fiscal year ended December 31, 2021, compared to a net loss of $121 for the fiscal year ended December 31, 2020. These net losses were primarily related to our operational and financial expenses. The reason for the increase in our net loss was is attributable mainly to the decrease in administrative expenses and an increase in financial expenses. The loss for the fiscal year ended December 31, 2021 is mainly due to the fact that the Company has no business operations.

~~LIQUIDITY AND~~RESULTS ~~CAPITAL~~OF ~~RESOURCES~~OPERATIONS ~~(dollars~~FOR inTHE ~~thousands)~~YEAR ENDED DECEMBER 31, 2022 COMPARED TO THE PERIOD ENDED DECEMBER 31, 2021

~~As of~~Results ~~December 31, 2021, and as~~ of December 31, 2020, we had an accumulated deficit of $2,485 and $2,318, respectively, and a negative working capital (current assets less current liabilities) of $496 in 2021 as compared to a negative working capital of $345 in 2020. Losses will probably continue in the foreseeable future.Operations

~~We do~~The ~~not~~following ~~have~~table ~~any~~presents ~~material~~our ~~capital~~results ~~commitments~~of operations for ~~capital~~the ~~expenditures~~year asended of December 31, 2022 ~~2021,~~and ~~or December 31, 2020.~~2021:

We have sustained significant operating losses in recent periods, which have resulted in a significant reduction in our cash reserves. Due to the termination of the License Agreement, the Company no longer has any business operations. The Company believes that it will continue to experience losses and negative cash flows in the near future and will not be able to return to positive cash flow without obtaining additional financing in the near term or entering into a business transaction. The Company has experienced difficulties accessing the equity and debt markets and raising capital or entering into a business transaction, and there can be no assurance that the Company will be able to raise such additional capital on favorable terms or at all or entering into a business transaction. If additional funds are raised through the issuance of equity securities or entering into a business transaction, the Company’s existing stockholders will experience significant further dilution. In order to conserve the Company’s cash and manage its liquidity, the Company has implemented cost-cutting initiatives including the reduction of employee headcount and overhead costs.

	Year ended December 31			Year ended December 31
	2022			2021
	($ THOUSANDS)			($ THOUSANDS)

Revenues		311			7
Costs of revenues		54			1

Gross profit		257			6

Operating expenses
Sales and marketing		664			66
General and administrative		952			230

Total operating expenses		1,616			296

Operating loss		(1,359	)		(290	)

Financial expenses/Income, net		4			(39	)

Net Loss and Total Comprehensive Loss		(1,355	)		(329	)

Loss per share:
Basic and diluted net loss per share		(0.01	)		(0.00	)

Weighted average number of common stocks used in calculation of net loss per Common share:
Basic and diluted		57,058,283			26,139,289

On May 15, 2019, the Company issued two unsecured promissory notes in the aggregate principal amount of $100,000. In that regard, one Note, with a principal aggregate balance of $50,000, was issued to KNRY Ltd., an entity related to Nadav Kidron, the natural person with voting and dispositive power over the securities held by Tonak Ltd., the Company’s largest shareholder. $20,000 of the funds relating to KNRY Ltd.’s Note were received by the Company on March 22, 2019. The balance of the funds relating to KNRY Ltd.’s Note was received by the Company on April 4, 2019. In addition, one Note, with an aggregate principal balance of $50,000, was issued to Cutter Mill Capital LLC, an existing shareholder of the Company. Each Note accrues interest at a rate of 6% per annum until the Note is repaid in full. All payments of principal, interest and other amounts under each Note are payable by June 30, 2021. The proceeds of the Notes were used by the Company for general working capital purposes.Revenue

~~In addition,~~Revenues onfor ~~November 4, 2021,~~ the ~~Company~~year ~~issued~~ended ~~two~~December ~~Subsequent~~31, ~~Notes~~2022 were ~~in the aggregate principal amount of~~ $60311,000, ~~with~~compared ~~original~~to ~~issuance dates~~revenues of ~~August 15~~$7,000 ~~2021~~for ~~and~~the ~~September~~year ~~19,~~ended ~~2021.~~December ~~In that regard~~31, ~~one Subsequent Note~~2021, ~~with~~an aincrease ~~principal aggregate balance~~ of $30304,000, ~~was issued~~or ~~to KNRY Ltd.~~4,343%. anThe ~~entity~~reason ~~related to Nadav Kidron,~~ for the ~~natural~~increase ~~person~~in ~~with~~revenues ~~voting~~was ~~and~~due ~~dispositive~~to ~~power over~~ the ~~securities~~introduction ~~held by~~of ~~Tonak~~new ~~Ltd.,~~products ~~the Company’s largest shareholder~~ and ~~one~~increased ~~Subsequent~~sales ~~Note, with an aggregate principal balance~~ of ~~$30,000,~~our ~~was issued to Harmony (H~~products.~~A.)~~ ~~Investments~~Following ~~Ltd.~~our ~~Each~~sales ~~Subsequent~~efforts in ~~Note accrues interest at a rate of 10% per annum until~~ the ~~Subsequent~~twelve ~~Note~~months isended ~~repaid in~~December ~~full.~~31, ~~All payments of principal~~2022, ~~interest~~we ~~and~~began ~~other~~to ~~amounts~~sell ~~under~~more ~~each~~products ~~Subsequent~~and ~~Note~~increased ~~are~~our ~~payable~~repeated bycustomers. ~~December~~We ~~19,~~currently ~~2021.~~sell ~~The proceeds~~five ofnew ~~the~~products ~~Notes~~in ~~were~~addition ~~used~~to byour ~~the~~first ~~Company for general working capital purposes~~product.

~~The~~At the beginning of 2022, we introduced five additional products, as follows: (i) ~~Company~~face isserum ~~currently~~enriched inwith ~~default~~Vitamin onC; ~~the~~(ii) ~~Notes~~day ~~and~~cream; ~~the~~(iii) ~~Subsequent~~night ~~Notes~~nourishing cream; (iv) eye cream; and ~~intends~~(v) toa ~~negotiate~~facial ancleansing ~~extension~~gel. ~~for~~As ~~their~~a result ~~repayment~~of increasing the array of cosmetic products, ~~however there~~from isone nosole ~~guarantee~~product ~~that~~to a total of six, we ~~will~~have beseen ~~successful~~a significant increase in ~~doing~~revenues and, soconsequently, an increase in our customer base.

~~As of December 31, 2021 and December 31, 2020, we had accumulated liabilities of $503 and $356, respectively.~~15

~~As of~~ Costs ~~December 31, 2021 and December 31, 2020, we had cash and cash equivalents~~ of $1 and $1 respectively, and negative cash flow from operating activities of $73 and $1, respectively, for the years and periods then ended. The negative cash flow from operating activities in the year ended December 31, 2021 is attributable mainly to a net loss of $167, share-based compensation expenses of $16, a decrease in accounts receivable and prepaid expenses of $4, an increase in accrued expenses of $61, an increase in related party expenses of $7, an increase in related party loans of $49 and an increase in short term loans in the amount of $30.revenues

Costs of revenues for the years ended December 31, 2022 and 2021 were $54,000 and $1,000, respectively, an increase of $53,000, or 5,300%. The reason for the increase in cost of revenue was mainly due to an increase in the purchases of raw materials for products following an increase in sales.

Gross profit

Gross profit for the years ended December 31, 2022 and 2021 were $257,000 and $6,000, respectively, an increase of $251,000, or 4,183%. The reason for the increase in gross profit was mainly due to an increase in sales and repeat customers.

Sales and Marketing Expenses

Sales and marketing expenses for the years ended December 31, 2022 and 2021 were $664,000 and $66,000, respectively, an increase of $598,000, or 906%. The increase in our sales and marketing expenses was mainly due to an increase in expenditures relating to media advertising expenses and marketing on online public platforms in support of our efforts to increase our sales and generate new customers.

General and Administrative Expenses

Our general and administrative expenses for the year ended December 31, 2022, which consisted primarily of professional services and salaries, amounted to $952,000, compared to $230,000 for the year ended December 31, 2021, an increase of $722,000, or 314%. The increase in the general and administrative expenses was mainly due to an increase in consultants and professional services expenses paid in connection with the Share Exchange Agreement and share based compensation.

Operating Loss

As a result of the foregoing, our operating loss totalled $1,359,000 for the year ended December 31, 2022, representing an increase of $1,069,000, or 369%, compared to $290,000 for the year ended December 31, 2021.

Financial Income (Expense)

For the year ended December 31, 2022, we had financial income, net of $4,000 compared to a financial expense of $39,000 for the year ended December 31, 2021, a decrease of $43,000, or 110%. The reason for the decrease in financial expenses was due to changes in exchange rates and translation differences.

Net Loss

We incurred a net loss of $1,355,000 for the year ended December 31, 2022 as compared to a net loss of $329,000 for the year ended December 31, 2021, an increase of $1,026,000, or 311.6%. The reason for the increase in net loss is mainly due to the increase in our marketing and sales efforts to increase our sales as well as an increase in consultants and professional services expenses paid in connection with the Share Exchange Agreement and share based compensation.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Since our inception, we have not had significant revenues and have incurred significant operating losses and negative cash flows from our operations. We have funded our operations principally with approximately $501,000 from the issuance of Common Stock, a $177,000 loan from a major stockholder and with $96,000 short-term credits. As of December 31, 2022, we had approximately $55,000 in cash and cash equivalents.

Although we raised funds from an outside investor, such amount is not sufficient to fund our operations for the period of twelve months from the date of approval of the financial statements, which raises substantial doubts as to our ability to continue as a going concern. Management plans to alleviate such doubts are mainly reliant on the following factors: (i) as detailed in our financial reports, one of our major stockholders has committed and will continue to support the Company through December 2023, (ii) we plan to raise capital in the near term, and (iii) based on our current business activity, and according to prior experience, we are expected to increase our sales revenue and become cash positive during the second quarter of 2023. Furthermore, we currently have no obligations for additional support from any other sources such as shareholders, directors, or officers.

The table below presents our cash flows for the periods indicated:

	Year ended December 31
	2022			2021
	($ THOUSANDS)			($ THOUSANDS)
Cash flows from operating activities:
Net loss		(1,355	)		(329	)
Net cash used in operating activities		(390	)		(279	)
Cash flows from investing activities:
Net cash used in investing activities		(26	)		(27	)
Cash flows from financing activities:
Net cash provided by financing activities		-			774
Cash and cash equivalents at beginning of period		471			3

Cash and cash equivalents at end of period		55			471
Non-cash activities:
Intangible assets recognized with corresponding other liability		6			32
Reverse recapitalization effect on equity		(60	)		-
Right-of-use asset recognized with corresponding lease liability		-			60
Purchase of property and equipment in credit		-			12

Operating Activities

Net cash used in operating activities was $390,000 for the year ended December 31, 2022, an increase of 40% compared to $279,000 used in operations for the same period in 2021. Cash used in operations increased mainly due to the increase in our operating activities.

Net Cash used in investing activities

Net cash used for investing activities was $26,000 for the year ended December 31, 2022, a decrease of $1,000, or 3.7%, compared to $27,000 for the same period in 2021. Cash used for investing activities decreased mainly due to a decreasing in fixed assets (purchase of property and equipment) during the year ended December 31, 2022.

Net Cash provided by financing activities

Net cash provided by financing activities was $0 for the year ended December 31, 2022, compared to $774,000 net cash provided by financing activities during the same period in 2021. The decrease in financing activities is mainly due to a decrease in short-term bank credits and other loans for working capital.

Financing Arrangements

Since our inception, we have funded our operations primarily through shareholders loans, by our director and CEO, Mr. Citron, in an aggregate amount of $757,000. As of December 31, 2022, our financial arrangements with Mr. Citron includes several loans at an aggregate amount of $236,000. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined.

We expect our expenses to increase significantly in connection with our ongoing operations, particularly as we advance marketing activities to introduce our products to the market and find new markets.

We are still growing and do not know how to estimate our future expenses at this time.

Until such time, if ever, that we can generate product revenue sufficient to achieve profitability, we expect to finance our cash needs through the sales of our securities, milestone payments and other outside funding sources. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through government and other third-party funding, collaboration agreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market by ourselves. In addition, if we are unable to fund outside sources of funding, our majority stockholders intend to provide us with the necessary financial support to continue our operations.

Seasonality

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements and Notes thereto can be found beginning on page F-1, following Part III of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Under the direction of ~~the~~our ~~Chief~~CFO ~~Financial~~and ~~Officer~~CEO, we evaluated our disclosure controls and procedures. Based on the evaluation, and as a result of the material weaknesses described below, ~~the~~our ~~Chief~~CEO ~~Financial~~and ~~Officer~~CFO concluded that our disclosure controls and procedures were not effective as of December 31, ~~2021~~2022.

No change in our internal control over financial reporting occurred during the year ended December 31, ~~2020~~2022, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Internal control over financial reporting includes: maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Our ~~Chief~~ ~~Financial~~CFO ~~Officer~~ has conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2021~~2022.

This assessment included (a) an evaluation and testing of the design of our internal control over financial reporting and (b) testing of the operational effectiveness of these controls. Our assessment was conducted in accordance with criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment under those criteria, management has concluded that our internal control over financial reporting was not effective as of December 31, ~~2021~~ 2022.

Remediation Efforts to Address Material Weaknesses

Our management has worked, and continues to work, to strengthen our internal control over financial reporting. We are committed to ensuring that such controls are designed and operating effectively. We intend to remediate the identified material weakness in internal controls, subject to possessing sufficient financial means to do so, by hiring internal staff to our financial department to assist our ~~Chief~~CFO ~~Financial Officer~~and CEO as well as intend to form an audit committee comprised of independent directors with sufficient financial reporting experience.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

1618

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The following table sets forth certain information concerning our current executive officers and directors, their ages, their offices with us, if any, their principal occupations or employment for the past five years, their education and the names of other public companies in which such persons hold directorships as of March 3031, ~~2021~~ 2023.

NAME	AGE	~~AGE~~POSITION	~~POSITION~~
EXECUTIVE OFFICERS
Chanan Morris		56	Chief Financial Officer
Shimon Citron	67	Chief Executive Officer, Director
Dana Wolf		64	Chief Scientific Officer
David Dana	59	Chief Financial Officer
Israel Alfassi		53	Director, Chief Executive Officer of Artemis Pharma, Inc.
Haim Tabak	75	Chief Operating Officer

~~CHANAN MORRIS~~Shimon ~~was~~Citron, ~~appointed as~~ Chief ~~Financial~~Executive Officer ~~in September 2014. Since October 2011, Mr. Morris has also served as the Vice President of Finance at Mango DSP Ltd., which provides intelligent video solutions using video encoding appliances~~ and intelligent video analytics. He also provides CFO and business services to public companies and start-up companies. Prior to joining Mango, Mr. Morris served as the Vice President of Finance at Power Paper Ltd. Mr. Morris holds a B.A. in Accounting from Northeastern Illinois University.Director

~~DANA WOLF~~Shimon ~~was~~Citron ~~appointed~~has served as our Chief ~~Scientific~~ Executive Officer inand ~~August~~Director ~~2016~~since inour ~~conjunction~~inception ~~with~~in ~~the~~2020. ~~closing of the Merger~~Mr. ~~From~~Citron ~~2001~~has ~~until~~over ~~the present,~~25 ~~Dr.~~years ~~Wolf~~of ~~has~~experience ~~served~~in as the ~~Head~~online ofmarketing ~~Clinical~~field. ~~Virology~~During this period, ~~and~~Mr. ~~from~~Citron ~~1996~~served ~~until~~as ~~the~~Chief ~~present~~Executive ~~has~~Officer ~~served~~of as a ~~Senior~~publicly ~~physician~~trading ~~for~~company ~~infectious diseases,~~on at the ~~Hadassah~~Bulletin ~~University~~Board ~~Hospital~~ in ~~Jerusalem,~~the ~~Israel,~~U.S. ~~where~~(including ~~she~~the ~~had~~Chief Executive ~~previously~~Officer ~~completed~~of ~~her~~EZTD ~~Internal~~Inc. ~~Medicine~~from ~~residency and~~2004 ~~her~~to ~~clinical~~May ~~fellowship in Infectious Diseases~~2017). ~~Dr.~~Prior ~~Wolf~~to ~~has~~initiating ~~also~~Manuka ~~served~~Ltd., asin ~~the~~year ~~Director~~2017, ofMr. ~~National~~Citron ~~Influenza~~became ~~Center~~an inactive ~~Israel from~~shareholder ~~2002~~of ~~until~~Maelys ~~the~~Cosmetics ~~present~~Ltd., asa ~~well~~leading asonline ~~served~~brand onof ~~the~~skin ~~National~~care ~~Advisory~~products ~~Committee~~with onsales ~~Immunization~~in ~~practices~~Israel and ~~Infectious~~in ~~Diseases from 2005 until~~ the ~~present~~U. ~~In addition, Dr~~S. ~~Wolf~~While ~~has~~still ~~been~~maintaining a stake ~~member~~in ofMaelys ~~the~~Cosmetics ~~National~~Ltd., ~~Epidemics~~Mr. ~~Preparedness~~Citron ~~Team~~initiated ~~from~~the ~~2009~~establishment toof ~~the~~Manuka ~~present~~Ltd. ~~and~~Mr. ~~from 2008~~Citron’s tovast ~~2013~~commercial, ~~served~~internet onadvertising and ~~the~~marketing ~~National~~experience ~~Laboratory~~as ~~Advisory~~a ~~Committee.~~Chief InExecutive ~~2014,~~Officer ~~Dr.~~and ~~Wolf~~director ~~was~~at ~~the~~international ~~recipient~~private ofand ~~the~~public ~~Landau~~companies ~~Prize~~ for ~~the~~over ~~Science and~~25 ~~Performing~~years, ~~Arts~~which our inBoard ~~the field~~ of ~~virology.~~Directors ~~Dr.~~believes ~~Wolf~~qualifies ~~holds~~him anto ~~M.D.~~serve ~~from~~as ~~the~~a ~~Hadassah Hebrew University Medical School~~director.

~~ISRAEL ALFASSI~~David was appointed as a Director in August 2016 in conjunction with the closing of the Merger and has served as the Chief Executive Officer and co-founder of Artemis Pharma Inc. since its inception. From 2007 to 2009Dana, Mr. Alfassi served as a Director and Vice President of Products and Business Development for DVTel, later acquired by Flir Systems, Inc. (NASDAQ: FLIR), which provides video surveillance HW & SW solutions. During 2012 he served as the Vice President of Products, and from 2010 to 2011 as Director of Product management and Marketing, for 3i-Mind, a company which primarily provides advanced security solutions & services for governments. Mr. Alfassi has also served in various entrepreneurial roles as the co- founder of TraceTech Security, an Israeli company founded in 2009 focused on explosive and drug trace detection products, serving as the Chief ~~Executive~~Financial Officer of LoginWall, a cyber security company, in 2013, serving as the Vice President Products and Marketing in 2014 of Kaymera, a leading cyber security provider of secured mobile communication solutions and as a founder of AlgoCrowd Trading, a crowd wisdom based Algotrading Company. Mr. Alfassi’s prior investment and managerial experience make him suitable to serve as a director of the Company.

David Dana is a Certified Public Accountant (ISR) and holds an MBA in Business Administration from Heriot Watt University in the U.K. Over the last 12 years Mr. Dana has been the owner of CFO4U, an Israeli company providing external financial and accounting services to various companies. From 2013 to 2017, Mr. Dana provided financial services to Riskified Ltd (NYSE: RSKD). Mr. Dana has been providing financial services to Joytunes Ltd. since 2011, to Powtoon Ltd. and Powtoon Limited since 2013, to Tradair Ltd. since 2013, and to Substrata Ltd since 2013. For the past five years Mr. Dana provides a wide range of financial, accounting and business services including outside CFO counsel services to multiple companies through his company, CFO4U. Mr. Dana’s clients in the past five years include start-up companies such as Joytunes Ltd., Powtoon Ltd., Substrata Ltd., Jug Technologies Ltd., Roeto Ltd., and Chekkt Ltd. In July 2022 Mr. Dana was appointed as the Company’s CFO effective from July 26, 2022.

Haim Tabak, Chief Operating Officer, as a consultant

Haim Tabak serves as our Chief Operating Officer since our inception in 2020. Mr. Tabak is a retiree since 2017, following a career of over 20 years as a Chief Operating Officer in a publicly trading company on the Bulletin Board in the U.S., including at Win Gaming Media, Inc. In recent years and since the establishment of Manuka Ltd., Mr. Tabak has been working as an operating advisor and COO.

Family Relationships

There are no family relationships among our directors or executive officers.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934, as amended,~~ requires our directors and officers, and persons who own more than 10% of our ~~common~~ ~~stock~~Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our ~~common stock~~Common Stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal period ended December 31, ~~2019,~~2022 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were filed on a timely basis.

CODE OF ETHICS

We currently do not have a code of ethics in place, as we are in the process of revising our preexisting code of conduct and ethics subsequent to the consummation of the ~~Merger~~merger.

Disclosure regarding the adoption of, any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of any such amendment or waiver.

CORPORATE GOVERNANCE

AUDIT COMMITTEE. Currently, the Board of Directors recommends to retain or terminate the services of our independent accountants, reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. We do not currently have any audit committee financial expert on ~~our~~the Board of Directors.

COMPENSATION ~~COMMITTEE~~ AND NOMINATING COMMITTEES. The Board of Directors has not established aany compensation or nominating committee primarily because the current composition and size of of the Board of Directors permits candid and open discussion regarding compensation of the Company’s executive officers and administration of plans of the Company under which Company securities may be acquired by directors, executive officers, employees and consultants.

NOMINATING COMMITTEE. We do not have a standing nominating committee. The Board of Directors has not established a nominating committee primarily because the current composition and size of the Board of Directors permits candid and open discussion regarding potential new members of the Board of Directors. The entire Board of Directors currently operates as the nominating committee for us. There is no formal process or policy that governs the manner in which we identify potential candidates for the Board of Directors. Historically, however, the Board of Directors has considered several factors in evaluating candidates for nomination to the Board of Directors, including the candidate’s knowledge of the company and its business, the candidate’s business experience and credentials, and whether the candidate would represent the interests of all the company’s stockholders as opposed to a specific group of stockholders. We do not have a formal policy with respect to our consideration of Board of Directors nominees recommended by our stockholders. However, the Board of Directors will consider candidates recommended by stockholders on a case-by-case basis. A stockholder who desires to recommend a candidate for nomination to the Board of Directors should do so by writing to us at 18 East 16th Street, Suite 307, New York, NY 10003, Attn: Chairman of the Board.19

ITEM 11. EXECUTIVE COMPENSATION.

The following table shows the particulars of compensation paid to our named executive officers for the fiscal years ended December 31, ~~2021~~2022, and ~~2020~~2021. We do not currently have any other executive officers.

Summary ~~Compensation~~ Compensation Table (dollars in thousands)

(dollars in thousands)

Name and Principal Position	Year	Salary		Bonus		Equity Awards		Option Awards		All Other Compensation			Total (2)
Shimon Citron, CEO	2022	$	98		--		--		--	$	36	(1)	$	134
	2021		--		--		--		--	$	49	(1)	$	49
Haim Tabak, COO	2022		36		--		--		--	$	30		$	66
	2021		--		--		--		--	$	27		$	27
David Dana, CFO (3)	2022		--		--		--		182	$	23	(4)	$	205
	2021		--		--		--		--		--			--

Name and Principal Position	Year	Salary			Bonus		Equity Awards		Option Awards		All Other Compensation		Total
Chanan Morris	2021	$	42	(1)		-		-		-		-		42
Chief Financial Officer	2020	$	42	(1)		-		-		-		-		42

(1) Represents a management fee.

(12) ~~Mr.~~Aggregated ~~Morris~~service ~~receives~~fees apaid ~~monthly fee of $3,500~~ in ~~connection~~NIS ~~with~~(converted aherein ~~consulting~~to ~~arrangement~~U.S. ~~with~~dollar ~~the~~annual ~~Company~~average rate).

18(3) Mr. Dana was appointed as CFO in July 2022.

(4) Represents a consulting fee.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

~~Our~~As of March 31 2023, we granted options to our CFO to purchase 370,014 shares of Common ~~named~~Stock ~~executive~~of ~~officers~~the doCompany, ~~not~~with ~~have~~an ~~any~~exercise ~~currently~~price ~~outstanding~~per ~~equity~~share ~~awards~~of $0.0624 for a vesting period of 36 months commencing on April 1, 2022, with one third (1/3) of the total number of options vesting on the first anniversary of the Start Date (the “Cliff Date”) and one twelfth (1/12) of the options vesting every three months following the Cliff Date.

On August 22, 2016, we granted 91,528 stock options to Dana Wolf, former consultant and Chief Scientific Officer, effective as of August 23, 2016. Each stock option is exercisable into a share of the Company’s Common Stock of and expires no later than August 23, 2026.

DIRECTOR COMPENSATION

~~The Company~~We did not pay any fees to their respective directors for attendance at meetings of the board; however, ~~the~~we ~~Company~~ may adopt a policy of making such payments in the future. ~~The~~We ~~Company~~ may reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table provides information as of March 31, ~~2022~~2023, regarding beneficial ownership of our ~~common~~Common ~~stock~~Stock by: (i) each person known to us who beneficially owns more than five percent (5%) of our ~~common~~Common ~~stock~~Stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

As of March 31, ~~2022~~2023, we had 5112,~~153~~033,~~461~~909 shares of ~~common~~Common ~~stock~~Stock outstanding.

Shareholder (1)	Beneficial Ownership		Percent of Class (2)
Israel Alfassi		253,460		5	%
Chanan Morris		23,958		*	%
Dana Wolf		126,730(3)		2	%
Officers and Directors as a group (3 persons)		404,148		7	%
Other 5% Holders
Tonak Ltd.		2,833,054(4)		55	%
Zavit Holdings Ltd.		385,461(5)		7	%

* less than 1%

(1) The address for all stockholders listed above is 18 East 16th Street, Suite 307, New York, NY.

(2) Based upon 5,153,461 shares of common stock issued and outstanding as of March 3, 2022.

(3) Represents shares underlying stock options issued to Dr. Wolf effective as of August 23, 2016.

(4) Consists of 2,833,054 shares of common stock beneficially owned by Tonak Ltd. Mr. Nadav Kidron is the natural person with voting and dispositive power over our securities held by Tonak Ltd.

(5) Consists of 385,461 shares of common stock beneficially owned by Zavit Holdings, Ltd. Mr. Amiad Solomon is the natural person with voting and dispositive power over our securities held by Zavit Holdings, Ltd.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about shares of our common stock that may be issued whether directly or upon the exercise of options and warrants under all of our existing compensation plans as of December 31, 2021. Our stockholder approved equity compensation plan consists of: (i) the Company’s 2002 Employee, Director and Consultant Option Plan, or the Option Plan, and (ii) the Company’s 2011 Employees, Directors and Consultants Stock Plan, or the Stock Plan.

Under the Option Plan, we grant options in order to attract and retain employees, directors, officers and certain consultants. Such options become exercisable under vesting schemes as approved by the Board of Directors or by the compensation committee, if delegated by the Board of Directors. Normally, the options are vested ratably as long as the optionee still serves with the Company and expire after five years from the grant date. We have a number of options and warrants which were granted pursuant to equity compensation plans not approved by security holders and such securities are aggregated in the table below.

In September 2011, the Company’s stockholders approved and ratified the Stock Plan. The purpose of the Stock Plan is to encourage eligible employees, directors and other individuals who render services to the Company and its subsidiaries to continue their association with the Company and its subsidiaries by providing opportunities for them to participate in the ownership of the Company and in its future growth through the issuance to such persons of restricted shares of Common Stock of the Company. The total number of shares that can be issued under the Stock Plan shall be determined from time to time by the Board of Directors, provided, however, that such number, together with the number of shares that may be issued under the Option Plan, and options granted outside the Option Plan, shall not exceed 200,000 shares. The Stock Plan is administered by the Board of Directors.

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))
Equity compensation plans approved by security holders		-	$		43,069
Equity compensation plans not approved by security holders		-	$		0
Total of all directors and current executive officers (3 persons)		-			43,069

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class(1)
5% Stockholders:
Chomsky Group		16,819,250		15	%(2)

Executive Officers:
Shimon Citron		80,729,883		72	%(3)
David Dana		-		-	%
Haim Tabak
All directors and executive officers as a group (3 Persons)		80,729,883		72	%

(1)	Applicable percentage ownership is based on 112,033,909 shares of Common Stock outstanding. Beneficial ownership is determined in accordance with the rules of the SEC 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 December 20, 2022 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.
(2)	Includes shared vote of 12,614,868 shares of Common Stock common beneficially held by Adler Chomsky Marketing Communication Ltd. and 4,204,382 shares of Common Stock beneficially held by Eyal Chomsky Holdings Ltd. Address: 50 Menachem Begin St., Tel Aviv 6777682.
(3)	Includes 32,292,193 shares of Common Stock beneficially owned by Mr. Citron’s wife, Mrs. Sigalit Citron and 48,437,690 shares of Common Stock beneficially owned by Mr. Shimon Citron. Address: 19 Haim Bar-Lev St., Tel Aviv 5265368.

EQUITY COMPENSATION PLANS

We do not have in effect any compensation plans under which our equity securities are authorized for issuance, and we do not have any outstanding stock options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

TRANSACTIONS WITH RELATED PERSONS

~~On May~~During ~~15, 2019,~~ the ~~Company~~period ~~issued~~from ~~the~~March ~~Notes in the aggregate principal amount of $100~~2020,~~000.~~ In(Inception) ~~that regard, one Note, with a principal aggregate balance of $50,000, was issued~~ to ~~KNRY~~December ~~Ltd.~~31, an2020 ~~entity~~and ~~related to Nadav Kidron,~~ the ~~natural~~year ~~person with voting and dispositive power over~~ended ~~the~~December ~~securities held by Tonak Ltd.~~31, ~~the Company’s largest shareholder. $20~~2022,~~000~~ ~~of the funds relating to KNRY Ltd~~Mr.’s ~~Note were~~Citron ~~received~~provided by the Company onwith ~~March~~several ~~22,~~loans ~~2019.~~at ~~The~~an ~~balance~~aggregate amount of ~~the~~$236 ~~funds~~thousands ~~relating~~as toof ~~KNRY~~December ~~Ltd.’s Note was received by the Company on April 4~~31, ~~2019~~2022. The ~~Each~~loans ~~Note~~bear ~~accrues~~no interest atand aare ~~rate~~linked ofto ~~6% per annum until~~ the ~~Note~~Israeli isConsumer ~~repaid~~Prices ~~in full~~Index. ~~All~~The ~~payments~~repayment ofdate ~~principal,~~has ~~interest and~~not ~~other~~been ~~amounts under each Note were payable by June 30, 2021~~determined.

~~In addition,~~Loan on November 4, 2021, the Company issued an unsecured promissory in the aggregate principal amount of $30,000, with original issuance date of August 15, 2021. The Subsequent Note, was issued to KNRY Ltd., an entity related to Nadav Kidron, the natural person with voting and dispositive power over the securities held by Tonak Ltd., the Company’s largest shareholder. The Subsequent Note accrues interest at a rate of 10% per annum until the Note is repaid in full. All payments of principal, interest and other amounts under each Note are payable by December 19, 2021. The proceeds of the Notes will be used by the Company for general working capital purposes.Agreements

During the period from March 2020, (Inception) to December 31, 2020 and the year-end December 31, 2022, Mr. Citron provided Manuka Ltd. with several loans at an aggregate amount of $236 thousands as of December 31, 2022. The loans bear no interest and are linked to the Israeli CPI. The repayment date has not been determined. We estimated the value of the ~~Company~~benefit isas ~~currently~~the indifference ~~default~~between onthe interest rate stipulated in the ~~Notes~~contract and the ~~Subsequent~~interest ~~Notes~~rate commensurate with such loans expected in an arms-length transaction (inclusive adjustment to the size of the loan and ~~intends~~the fact that it is unsecured, which our management considers being the best estimate of our interest rate close to ~~negotiate~~the andate ~~extension~~of ~~for~~receiving ~~their~~loans ~~repayment~~from the shareholders). Accordingly, ~~however~~as a result of ~~there~~the isfact that Mr. Citron’s loans bear no ~~guarantee~~interest ~~that~~and wehave ~~will~~no maturity date, the tax benefit is determined each year at the beginning of the year, as the discount of the loans at the effective interest rate (determined above) are determined to be ~~successful~~approximately in8.85%. The ~~doing~~benefit sofor the period from December 31, 2021, and the year ended December 31, 2022 were $13 thousands and $22 thousands, respectively.

DIRECTOR INDEPENDENCE

As our ~~common~~Common ~~stock~~Stock is currently traded on the ~~OTCQB~~OTC Pink, we are not subject to the rules of any national securities exchange which require that a majority of a listed Company’s directors and specified committees of the Board of Directors meet independence standards prescribed by such rules. Nonetheless, none of the directors currently serving on the Board of Directors is an independent director within the meaning of Nasdaq Rule 5605(a)(2).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (dollars in thousands).

The following table presents fees for professional audit services rendered by Brightman Almagor Zohar & Co., CPA, a member firm of Deloitte Touche Tohmatsu Limited, or (“BAZ”), for the audit of our annual financial statements for the years ended December 31, ~~2021~~2022 and December 31, ~~2020~~ 2021 and fees billed for other services rendered by BAZ during the same periods.

	FISCAL YEAR ENDED DECEMBER 31, 2021		FISCAL YEAR ENDED DECEMBER 31, 2020
	FISCAL YEAR ENDED DECEMBER 31, 2022		FISCAL YEAR ENDED DECEMBER 31, 2021
Audit fees (1)	$	26140	$	26
Audit related fees	$	021	$	0
Tax fees	$	018	$	0
All other fees	$	0	$	0
Total	$	26179	$	26

(1) Audit fees consisted of audit work performed in the preparation of financial statements, and work generally only the independent auditor can reasonably be expected to provide, such as statutory audits.

POLICY ON BOARD OF DIRECTORS PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

~~Our~~ The Board of Directors appoints, sets compensation and oversees the work of the independent registered public accounting firm. The Board of Directors has established a policy to pre- approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to engagement of the independent registered public accounting firm for the next year’s audit, management will submit an estimate of fees for the services expected to be rendered during that year for each of four categories of services to the Board of Directors for approval.

2122

1. AUDIT services include audit work performed in the preparation of financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

2. AUDIT-RELATED services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits and special procedures required to meet certain regulatory requirements.

3. TAX services include services related to tax compliance, tax planning and tax advice.

4. OTHER FEES are those associated with services not captured in the other categories.

Prior to engagement, the Board of Directors pre-approves these services by category of service. The fees are budgeted and the Board of Directors requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Board of Directors approves these services before engaging the independent registered public accounting firm.

The Board of Directors may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Board of Directors at its next scheduled meeting. The Board of Directors pre-approved all the above listed fees in accordance with its policy.

2223

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

EXHIBIT NO.		DESCRIPTION
Exhibit No.	Description
3.1	Articles of Incorporation of the Company, as amended (previously filed as exhibit 3.1 to our Form 10-SB filed with the SEC on June 10, 1998; Exhibits 3.1 and 3.2 to our Current Report on Form 8-K filed with the SEC on November 8, 2002; Exhibit 4 to our Current Report on Form 8-K filed with the SEC on July 22, 2003; and Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on September 24, 2010).	Articles of Incorporation of the Company, as amended (previously filed as exhibit 3.1 to our Form 10-SB filed with the SEC on June 10, 1998; Exhibits 3.1 and 3.2 to our Current Report on Form 8-K filed with the SEC on November 8, 2002; Exhibit 4 to our Current Report on Form 8-K filed with the SEC on July 22, 2003; and Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on September 24, 2010).
3.2	Certificate of Amendment, dated September 8, 2022 (previously filed as exhibit 3.1 to our Current Report Form 8-K with the SEC on September 9, 2022).	~~By-Laws, as amended (previously filed as Exhibit 5 to our Current Report on Form 8-K on July 22, 2003; and Exhibit 3.1 to our Current Report on Form 8-K filed on April 4, 2008).~~
3.3	Bylaws of the Company (previously filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on July 22, 2003)	~~Certificate of Designation of Series C Convertible Preferred Stock (previously filed as Exhibit 3.1 to our Current Report on Form 8-K, filed on October 25, 2017).~~
3.4		Certificate of Designation of Series B Convertible Preferred Stock (previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 29, 2016).
	Amendment to the Bylaws of the Company (previously filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on April 4, 2008).
4.1	Form of Warrant Exchange Agreement (previously filed as Exhibit 10.6 to Current Report 8-K on July 5, 2022).	~~Form of Warrant (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on October 25, 2017).~~
4.2**		Description of Securities.
4.2*	Description of Securities.
10.1*		2002 Employee, Director and Consultant Stock Option Plan (previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-QSB filed on November 14, 2002).
10.1	Share Exchange Agreement by and between Artemis Therapeutics, Inc., Manuka Ltd., an Israeli company and the shareholders of Manuka Ltd., dated March 6, 2022 (previously filed as exhibit 10.1 to our Form 10-Q with the SEC on May 23, 2022).
10.2*		Amendment No. 1 to InkSure Technologies Inc. 2002 Employee, Director and Consultant Stock Option Plan. (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 24, 2010).
10.2^	First Amendment to the Share Exchange Agreement by and between Artemis Therapeutics, Inc., Manuka Ltd., an Israeli company and the shareholders of Manuka Ltd., dated June 30, 2022 (previously filed as Exhibit 10.2 to Current Report 8-K on July 5, 2022).
10.3*		Amendment No. 2 to InkSure Technologies Inc. 2002 Employee, Director and Consultant Stock Option Plan. (previously filed as Exhibit 10.3 to our Current Report on Form 8-K filed on September 24, 2010).
10.3^	Supply Agreement between Manuka Ltd. and Waitemata Honey Co. Ltd., dated July 20, 2021 (previously filed as Exhibit 10.3 to Current Report 8-K on July 5, 2022).
10.4*		2011 Employee, Director and Consultant Stock Plan (previously filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed on August 9, 2011).
10.4^	English Translation of Agreement between Manuka Ltd. and Chic Cosmetic Industries 1987 Ltd., dated December 14, 2021 (previously filed as Exhibit 10.4 to Current Report 8-K on July 5, 2022).
10.5*		Form of Unsecured Promissory Note (previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 19, 2019).
10.5	English Translation of Import License from the Israeli Ministry of Health, dated February 28, 2022 (previously filed as Exhibit 10.5 to Current Report 8-K on July 5, 2022).
10.6*		Unsecured Promissory Note issued to KRNY Ltd. (previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021).
10.6	Form of Indemnification Agreement (previously filed as Exhibit 10.8 to Form S-1/A on November 21, 2022).
10.7 *		Unsecured Promissory Note issued to Harmony (H.A.) Investments Ltd. (previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021).
10.7	Form of Debt Forgiveness Agreement (previously filed as Exhibit 10.7 to Current Report 8-K on July 5, 2022).
31.1		Rule 13-14(a) Certification of Principal Executive Officer and Principal Financial Officer. **
10.8+^	Personal Employment Agreement between Manuka Ltd. and Shimon Citron, dated April 13, 2022 (previously filed as Exhibit 10.9 to Form S-1/A on November 21, 2022).
32.1		Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer.***
10.9	Service Agreement, dated as of July 26, 2022, by and between the Company and David Dana (previously filed as Exhibit 10.1 to Current Report 8-K on August 2, 2022).
101.1		The following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statements of Changes in Stockholders’ Deficiency, (iv) the Consolidated Statements of Cash Flows and (v) related notes to these financial statements, tagged as blocks of text and in detail.**
10.10	Form of Warrant Exchange Agreement (previously filed as Exhibit 10.6 to Current Report 8-K on July 5, 2022).
21.1*	List of Subsidiaries (previously filed as Exhibit 21.1 to Current Report 8-K on July 5, 2022).
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	The following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 formatted in XBRL (extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statements of Changes in Stockholders’ Deficiency, (iv) the Consolidated Statements of Cash Flows and (v) related notes to these financial statements, tagged as blocks of text and in detail.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* ~~Management~~ ~~contract~~Filed ~~or compensatory plan or arrangement~~herewith.

** ~~Filed~~ Furnished herewith.

*** Furnished+ ~~herewith~~Management contract or compensation plan.

^ Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

ITEM 16. 10-K SUMMARY.

None.

2324

Artemis Therapeutics Inc.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2021~~2022

U.S. DOLLARS IN THOUSANDS

INDEX

	PAGE
	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)	F-2 - F-3
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)	F-2
Consolidated Balance Sheets	F-4
Consolidated Balance Sheets	F-3
Consolidated Statements of Comprehensive Income (Loss)	F-5
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Stockholder’s Equity (Deficiency)	F-6 - F-7
Consolidated Statements of Changes in shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-8
Consolidated Statements of Cash Flows	F-6
Notes to Financial Statements	F-9 - F-20
Notes to Financial Statements	F-7 - F-16

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~TO THE~~To ~~BOARD~~the OFBoard ~~DIRECTORS~~of ~~AND~~Directors ~~STOCKHOLDERS~~and OFStockholders of

Artemis Therapeutics Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Artemis Therapeutics Inc. ~~and its subsidiaries~~ (the "Company") as of December 31, ~~2021~~2022, and ~~2020~~2021, and the related consolidated statements of ~~operations~~comprehensive income (loss), ~~shareholders~~Changes in Stockholder’s ~~equity~~Equity (~~deficiency~~Deficiency), and cash flows, for ~~each of~~ the two years ~~in the period~~ ended December 31, ~~2021~~2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations and its cash flows for the two years ended December 31, 2022, in conformity with the U.S. generally accepted accounting principles.

Going Concern

The accompanying financial statements have been prepared assuming that the Company's will continue as a going concern. As discussed in Note 1 to the financial statements the Company~~'s lack~~ ofis ~~business~~in ~~activity~~its early stages and has incurred substantial operating losses, these conditions raise substantial doubt about the company's ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting 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.

~~Our audits~~F ~~included~~- performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.2

Critical Audit ~~Matters~~Matter

~~Critical~~ The critical audit ~~matters~~matter ~~are~~communicated ~~matters~~below is a matter arising from the current -period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. WeThe ~~determined~~communication ~~that~~of ~~there~~critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are nonot, by communicating the critical audit ~~matters~~matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Brightman Almagor~~Stock-Based ~~Zohar~~Compensation &to ~~Co.~~Officer and Service Provider – Stock Options — Refer to Notes 8B to the consolidated financial statements

Critical Audit Matter Description

During the year ended December 31, 2022, the Company recorded stock options related compensation expense of $247 thousands, from issuance of options to service provider and officer. The fair value of these stock options management to make a number of assumptions, of which the most significant are the stock price, volatility and the expected option term.

Auditing the Company's accounting of stock-based options required auditor judgment due to the subjectivity of assumptions used to estimate the fair value of stock-based options granted.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the stock-based compensation included the following, among others:

•

We assessed the accuracy and completeness of the awards granted during the year by reading grant documents.

•

We evaluated the appropriateness of the valuation method used for the stock option grants.

•

We evaluated the significant assumptions used by management to calculate the fair value of stock options granted. Such evaluation included independent calculation of the expected volatility.

•

We developed an independent estimate of the fair value for all the grants during the year and compared it to the fair value used by management.

/s/ Brightman Almagor Zohar & Co.

Certified Public Accountants

A ~~Firm~~ firm in the Deloitte Global Network

Tel Aviv, Israel

March 3 30, ~~2022~~2023

We have served as the Company'’s auditor since ~~2016~~2020.

F - 2

Artemis Therapeutics Inc.

Consolidated Balance Sheet

(USD in thousands, except share data)

	Note	As of December 31, 2021			As of December 31, 2020
ASSETS
Current assets
Cash and cash equivalents			1			1
Other accounts receivable and prepaid expenses			6			10
Total current assets			7			11
TOTAL ASSETS			7			11
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accrued expenses and other payables			307			246
Short Term Loans			30			0
Related parties	8		166			110
Total current liabilities			503			356
Long term Liabilities
Related Parties	8		0			0
Total Liabilities			503			356
Shareholders’ deficiency
Preferred A stock, $0.01 par value – Authorized: 10,000,000 shares; issued and outstanding: 453 shares as of December 31, 2021 and 2020 Preferred C stock, $0.01 par value – Authorized: 250 shares; issued and outstanding: 250 shares as of December 31, 2021 and December 31, 2020 Common stock, $0.01 par value – Authorized: 51,000,000; issued and outstanding: 5,153,461 as of December 31, 2021 and 2020			52			52
Additional paid in capital	7		1,937			1,921
Accumulated deficit			(2,485	)		(2,318	)
Total shareholders' deficiency			(496	)		(345	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			7			11

(*) Represents an amount lower than $1 USD The accompanying notes are an integral part of the financial statements.

F - 3

Artemis Therapeutics Inc.

Consolidated ~~Statement~~ ofBalance ~~Operation(USD in thousands, except per share data)~~ Sheets

	Year Ended December 31,			Year Ended December 31,
	2021			2020
General and administrative		154			167
Operating loss		154			167
Finance expenses		(13	)		(7	)
Income Tax Benefit		-			53
Net loss		167			121
Loss per share:
Basic and diluted net loss per share		(0.03	)		(0.02	)
Weighted average number of common stocks used in calculation of net loss per Common share (*):
Basic and diluted		5,153,461			5,153,461

(USD in thousands, except share data)

			December 31
	Note		2022			2021
			$			$
ASSETS

CURRENT ASSETS
Cash and cash equivalents				55			471
Trade receivables				14			-
Other receivables				27			20
Inventory		3		47			74
Total current assets				143			565

NON-CURRENT ASSETS:
Property and equipment, net		5		50			37
Operating lease right-of-use assets		7		37			55
Intangible assets, net		6		35			32
Total long-term assets				122			124

TOTAL ASSETS				265			689

LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Short-term credit				86			97
Trade account payables				571			42
Short-term operating lease liabilities		7		19			19
Other account payables				328			102
Total current liabilities				1,004			260

NON-CURRENT LIABILITIES:
Long-term loan from a related party		9		236			239
Long-term operating lease liabilities		7		15			38
Other liabilities		6		36			32
Total long-term liabilities				287			309

Total liabilities				1,291			569

STOCKHOLDER’S EQUITY (DEFICIENCY):
Common stock of $0.01 par value – Authorized: 150,000,000, issue and outstanding 112,033,909 as of December 31, 2022 and 31,549,132 as of December 2021;		8		1,120			315
Series D Convertible Preferred stock, $0.01 par value - Authorized: 110,000 shares; issued and outstanding: 0 shares as of December 31, 2022 and 110,000 shares as December 31, 2021				-			1
Capital reserve from transaction with a major stockholder				37			15
Stock based compensation				182			-
Additional paid in capital				-			186
Accumulated deficit				(2,365	)		(397	)
Total Stockholders’ deficiency				(1,026	)		120

Total liabilities and Stockholder’s equity (deficiency)				265			689

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

F - 4

Artemis Therapeutics Inc.

Consolidated Statements of ~~Changes~~Comprehensive ofIncome ~~Shareholder's Equity~~ (~~deficiency~~Loss)

(USD in thousands, except per share data)

	Common Stock						Preferred Stock A					Preferred Stock C					Additional					Total
	Year ended December 31			Year ended December 31
	Number of Shares			USD			Number		Amount			Number		Amount			paid-in Capital		Accumulated (deficiency)			shareholders' Equity
	2022			2021
Balance as of December 31, 2019		5,153,461			52			453		(*	)		250		(*	)		1,907		(2,197	)		(238	)
	$			$
Share based compensation																		14					14
Revenues		311			7
Net loss																				(121	)		(121	)
Costs of revenues		54			1
Balance as of December 31, 2020		5,153,461			52			453		(*	)		250		(*	)		1,921		(2,318	)		(345	)
Gross profit		257			6
Share based compensation																		16					16
Operating expenses
Net loss																				(167	)		(167	)
Sales and marketing		664			66
Balance as of December 31, 2021		5,153,461			52			453		(*	)		250		(*	)		1,937		(2,485	)		(496	)
General and administrative		952			230
Total operating expenses		1,616			296
Operating loss		(1,359	)		(290	)
Financial expenses/Income, net		4			(39	)
Net Loss and Total Comprehensive Loss		(1,355	)		(329	)
Loss per share:
Basic and diluted net loss per share		(0.01	)		(0.00	)
Weighted average number of common stocks used in calculation of net loss per Common share:
Basic and diluted		57,058,283			26,139,289

~~(*) Represents~~The accompanying notes are an ~~amount~~integral ~~lower~~part ~~than~~of 1the ~~USD~~financial statements.

The accompanying notes are an integral part of the financial statements

F - 5

Artemis Therapeutics Inc.

Consolidated ~~Statement~~Statements of ~~Cash~~Changes ~~Flows~~in Stockholder’s Equity (deficiency)

(USD in thousands, except share data)

	Year Ended December 31, 2021				Year Ended December 31, 2020
			Common Shares						Preferred Stock D					Capital reserve from transaction with related parties		Additional Paid In Capital			Accumulated Deficit			Total
Net cash used in operating activities
			Number				$		Number		$			$		$			$			$
Net Loss		(167	)			(121	)
Balance as of December 31, 2020				26,109,483				261		91,034		1			2		(261	)		(68	)		(65	)
Share based compensation expenses		16				14
Issuance of Common Shares				5,439,650				54		18,966		(*	)				447						501
Decrease in other accounts receivable and prepaid expenses		4				10
Transactions with shareholders (Note 6)															13								13
Increase in accrued expenses and other payables		61				89
Net Loss																				(329	)		(329	)
Increase in related parties liabilities		13				7
Balance as of December 31, 2021				31,549,132				315		110,000		1			15		186			(397	)		120
Net cash used in operating activities		(73	)			(1	)
Cash flows from financing activities
Related party loans		43				-
Loan from third party		30				-
Cash flows from financing activities		73				-
Decrease in cash and cash equivalents		0				(1	)
Cash and cash equivalents at the beginning of the period		1				2
Cash and cash equivalents at the end of the period		1				1

(*) Represents an amount lower than 1 USD ~~The accompanying notes are an integral part of the financial statements~~

F - 6

Artemis Therapeutics Inc.

	Common Shares				Preferred Stock A						Preferred Stock C						Preferred Stock D						Capital reserve from transaction with related parties		Share based compensation		Additional Paid in Capital			Accumulated deficit			Total
	Number		$		Number			$			Number			$			Number			$			$		$		$			$			$
Balance as of December 31, 2021		31,549,132		315														110,000			1			15		-		186			(397	)		120
Stock based compensation on stock options granted to a service provider		2,242,509		23																								42						65
Effect of reverse recapitalization transaction		11,333,764		113		453			(**	)		250			(**	)												(173	)					(60	)
Conversion of preferred A &C & D share of Common Stock		66,908,504		669		(453	)		(**	)		(250	)		(**	)		(110,000	)		(1	)						(55	)		(613	)		-
Share base compensation																										182								182
Transactions with stockholders (Note 6)																								22										22
Net Loss																															(1,355	)		(1,355	)
Balance as of December 31, 2022		112,033,909		1,120		-			-			-			-			-			-			37		182		-			(2,365	)		(1,026	)

~~Notes to~~(**) ~~the~~Represents ~~financial~~an ~~statement~~amount lower than 1 USD

~~(USD in~~The ~~thousands)~~accompanying notes are an integral part of the financial statements.

NOTE 1 - GENERAL

A. New York Global Innovations Inc. (the “Predecessor Company”) was originally incorporated under the laws of the State of Nevada, on April 22, 1997. On July 8, 2003, the Predecessor Company effected a reincorporation from Nevada to Delaware through a merger with and into its wholly-owned subsidiary, Inksure Technologies (Delaware) Inc., which was incorporated on September 30, 2003. The surviving corporation in the merger was Inksure Technologies (Delaware) Inc., which thereupon renamed itself Inksure Technologies Inc. In 2014, following the sale of its assets to Spectra Systems Corporation, the Predecessor Company changed its name to New York Global Innovations Inc. On August 23, 2016, the Predecessor Company consummated an agreement and plan of merger (the “Merger Agreement”) with Artemis Pharma Inc. The Merger between the Predecessor Company and Artemis was accounted for as a reverse recapitalization. As the stockholders of Artemis received the largest ownership interest in the Predecessor Company, Artemis was determined to be the “accounting acquirer” in the reverse acquisition. As a result, the historical financial statements of the Predecessor Company were replaced with the historical financial statements of Artemis. Following the Merger, the Predecessor Company and its subsidiary, Artemis, are collectively referred to as the “Company.” Based on the lack of Company business activities since January 10, 2019, our Company is classified as a “shell” company as defined by the Securities and Exchange Commission (the “SEC”).

F - 7

Artemis Therapeutics Inc.

~~Notes to~~Consolidated ~~the~~Statement ~~financial~~of Cash ~~statement~~Flows

(USD in thousands)

B. Establishment of Artemis (the "accounting acquirer"):

	Year ended December 31			Year ended December 31
	2022			2021
	$			$
Cash flows from operating activities:
Net loss		(1,355	)		(329	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		16			3
Share based compensation		182			-
Increase (decrease) in operating lease liabilities		(5	)		2
Share-based to service provider		65			-
Increase in other liabilities		(2	)		(*	)
Exchange rate differences		(14	)		-
Accrued interest from stockholder loans from a major stockholder		22			13
Increase in trade account receivable and other receivables		(16	)		(15	)
Increase in trade accounts payable and other accounts payable		690			121
Increase (decrease) in inventory		27			(74	)

Net cash used in operating activities		(390	)		(279	)

Cash flows used in investing activities:
Purchase of property and equipment		(26	)		(27	)

Net cash used in investing activities		(26	)		(27	)

Cash flows provided by financing activities:
Short-term credit		-			96
Issuance of Common stock		-			501
Loan received from A major stockholder		-			177

Net cash provided by financing activities		-			774

Increase in cash and cash equivalents		(416	)		468

Cash and cash equivalents at beginning of period		471			3

Cash and cash equivalents at end of period		55			471

Non-cash activities:

Intangible assets recognized with corresponding other liability		6			32
Reverse recapitalization effect on equity		(60	)		-
Right-of-use asset recognized with corresponding lease liability		-			60
Purchase of property and equipment in credit		-			12

~~Artemis was~~(*) ~~incorporated~~Represents inan ~~the~~amount ~~State~~lower ofthan ~~Delaware~~1 ~~on April 19, 2016. Until January 10, 2019, the Company was engaged in the development of agents for the prevention and treatment of severe and potentially life-threatening infectious diseases.~~USD

~~On January~~The ~~10,~~accompanying ~~2019,~~notes ~~Artemis~~are ~~received~~an aintegral ~~notice~~part ~~regarding the immediate termination~~ of ~~a certain license agreement, dated May 31, 2016 (~~the ~~“License~~ ~~Agreement”),~~financial ~~executed by and between the Company, Hadasit Medical Research Services and Development Ltd~~statements. (“Hadasit”) and the Hong Kong University of Science and Technology R and D Corporation Limited (“RDC”). Artemis relied primarily on the License Agreement with respect to the development of Artemisone, its lead product candidate. Since the termination of the License Agreement, Artemis no longer has any operating business.

Going Concern:

To date, Artemis has not generated revenues from its activities and has incurred substantial operating losses. Management expects Artemis to continue to generate substantial operating losses and to continue to fund its operations primarily through additional raises of capital.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

As discussed above, on January 10, 2019, Artemis received a notice regarding the immediate termination of the License Agreement.

Based on the lack of Company business activities since the termination of the License Agreement, our Company is classified as a “shell” company by the Securities and Exchange Commission (the “SEC”).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America ("US GAAP").

B. Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.

F - 8

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 2 1 - ~~SIGNIFICANT~~DESCRIPTION ~~ACCOUNTING~~OF ~~POLICIES~~BUSINESS ~~(Cont.)~~AND GENERAL

CArtemis Therapeutics Inc. ~~Cash~~(“the Company”) was originally incorporated under the laws of the State of Nevada, on April 22, 1997. Based on the lack of business activities since January 10, 2019, the Company was classified as a “shell” company as defined by the Securities and ~~cash~~Exchange ~~equivalents~~Commission (the “SEC”).

~~Cash equivalents~~As ~~are~~of ~~short-term~~December ~~highly~~31, ~~liquid~~following ~~investments~~the ~~that~~completion ~~are~~of ~~readily~~the ~~convertible~~transactions tocontemplated ~~cash~~by ~~with~~the ~~maturities~~Share ofExchange ~~three~~Agreement ~~months~~(as ordefined ~~less~~and asdetailed of below), the ~~date~~Company ~~acquired~~is no longer classified as a “shell” Company.

DOn March 6, 2022, the Company entered into a Share Exchange Agreement, as amended on June 30, 2022 (the “Share Exchange Agreement”) with Manuka Ltd., ~~Fair~~and ~~value~~the shareholders of ~~financial~~Manuka ~~instruments:~~Ltd., a company incorporated in Israel and engaged in developing and manufacturing skincare products based on Mānuka honey and bee venom.

~~The carrying~~Pursuant ~~values~~to the terms of ~~cash~~the Share Exchange Agreement, on June 30, 2022, the Company acquired 100% of the outstanding shares of Manuka Ltd. (the “Reverse Recapitalization Transaction”). Pursuant to the Share Exchange Agreement, in exchange for all of the outstanding shares of Manuka Ltd., the Company issued to the shareholders of Manuka Ltd. a total of 33,791,641 (including shares issued to service provider of 2,242,509) common stock and ~~cash~~110,000 ~~equivalents~~preferred D shares, ~~other~~convertible ~~receivable~~into 66,000,000 shares of common stock of the Company, representing 89% of the total shares issued and ~~other~~outstanding ~~accounts~~after ~~payable~~giving ~~approximate~~effect ~~their~~to ~~fair~~the ~~value~~Reverse ~~due~~Recapitalization Transaction. As part of the Share Exchange Agreement, Manuka Ltd purchased the net liabilities of the Company in the amount of $60 thousand. As a result of the Reverse Recapitalization Transaction, Manuka Ltd. became a wholly owned subsidiary of the Company. As the shareholders of Manuka Ltd. received the largest ownership interest in the Company, Manuka Ltd. was determined to be the ~~short-term maturity~~“accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of ~~these~~the ~~instruments~~Company were replaced with the financial statement of Manuka Ltd. for all periods presented, except for the adjustments to reflect the legal capital of the Company.

~~A fair~~As ~~value~~of ~~hierarchy~~December is31, ~~used~~2022, ~~to rank~~ the ~~quality~~term ~~and~~Company ~~reliability~~refers ~~of the information used~~ to ~~determine~~Artemis ~~fair~~Therapeutics ~~values~~Inc. ~~Financial~~as ~~assets~~adjusted ~~and liabilities~~to ~~carried~~reflect atthe ~~fair~~financial ~~value~~statements ~~will be classified and disclosed in one~~ of ~~the~~Manuka ~~following three categories:~~Ltd.

~~Level 1~~The -number ~~Quoted~~of ~~prices~~shares ~~(unadjusted)~~included inwithin ~~active~~these ~~markets~~financial ~~for~~statements ~~identical~~have ~~assets~~been ~~and~~retroactively ~~liabilities~~adjusted based on the equivalent number of shares received by the accounting acquirer in the Reverse Recapitalization Transaction.

~~Level 2~~The -Company’s ~~Inputs~~Common ~~other~~Stock ~~than~~is ~~Level~~not 1listed ~~that~~on ~~are~~any ~~observable,~~national ~~either~~stock ~~directly~~exchange orbut ~~indirectly,~~is ~~such as unadjusted~~ quoted ~~prices~~on ~~for similar assets and liabilities, unadjusted quoted prices in~~ the ~~markets~~OTC ~~that~~Pink ~~are~~Market ~~not~~under ~~active, or other inputs that are observable or can be corroborated by observable market data for substantially~~ the ~~full~~symbol ~~term of the assets or liabilities~~“ATMS.”

~~Level 3~~The -Company ~~Unobservable~~is ~~inputs~~at ~~that~~its ~~are~~early ~~supported~~stages byand ~~little~~has orincurred nosubstantial ~~market~~operating ~~activity~~losses. There is uncertainty regarding the future of its operations. Moreover, the Company is thinly capitalized and have not yet generated cash from operations. Management expects the company to continue to generate substantial operating losses and to continue to fund its operations primarily through additional raises of capital. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from existing and potential investors. However, there is no assurance such funding will be available to the Company or that ~~are~~it ~~significant~~will be obtained on terms favorable to the ~~fair~~Company ~~value~~or ofwill provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets , carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

E. Financial statement in U.S. dollars:

The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future.

Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10, "Foreign Currency Translation".

All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.

F. Basic and diluted net loss per share:

Basic loss per share is computed by dividing the net loss applicable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to holders of common stock by the weighted average number of common stock outstanding plus the number of additional common stock that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share". Potentially dilutive shares of common stock were excluded from the diluted loss per share calculation because they were anti-dilutive.

The weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented

F - 9

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(Cont.)~~

HA. ~~Income~~Accounting ~~Tax~~principles:

The ~~Company~~ ~~accounts~~financial ~~for~~statements ~~income~~have ~~taxes~~been prepared in accordance with ~~ASC~~generally ~~740,~~accepted ~~“Income~~accounting ~~Taxes”.~~principles ~~This~~in ~~topic prescribes~~ the ~~use~~United ofStates ~~the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities~~(“U.S. ~~As such, deferred taxes are computed based on the tax rates anticipated (under applicable law as of the balance sheet date~~GAAP”) ~~to be in effect when the deferred taxes are expected to be paid or realized~~.

IB. ~~Share-based~~Use ~~compensation~~of estimates in the preparation of financial statements:

The ~~Company~~ ~~applies~~preparation ~~ASC~~of ~~718-10,~~financial ~~"Share-Based~~statements ~~Payment,”~~in ~~which~~conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~measurement~~reported amounts of assets and ~~recognition~~liabilities and disclosure of ~~compensation~~contingent ~~expenses~~assets ~~for~~and ~~all share-based~~liabilities ~~payment~~at ~~awards~~the ~~made~~date toof ~~service~~the ~~providers,~~financial ~~employees~~statements and ~~directors~~accompanying ~~including~~notes ~~stock~~and ~~options~~reported ~~under~~amounts of revenues and expenses during the ~~Company's~~reported ~~stock~~periods. ~~plans based~~Actual onresults ~~estimated~~could ~~fair~~differ ~~values~~from those estimates.

~~ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model~~C. ~~The~~Functional ~~value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's statement of operations.~~currency:

The ~~Company~~ ~~estimates~~functional ~~the~~currency ~~fair value~~ of ~~stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which~~ the ~~most~~Company ~~significant~~is ~~are share price, expected volatility and~~ the ~~expected option~~U.S ~~term~~dollar (~~the~~“$” ~~time from the grant date until the options are exercised~~ or ~~expire~~“dollar”). ~~Expected~~since ~~volatility is estimated based on volatility of similar companies in~~ the ~~technology~~dollar ~~sector~~is ~~for equity awards granted prior to~~ the ~~Merger~~currency ~~and~~of on the ~~Company's~~expected ~~trading~~primary ~~share~~economic ~~price~~environment ~~for equity~~in ~~awards~~which ~~granted subsequent to~~ the ~~Merger. The~~ Company ~~has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate~~ is ~~based on the yield from governmental zero-coupon bonds with an equivalent term. The expected stock option term is calculated for stock options granted to employees~~ and ~~directors~~would ~~using the "simplified" method~~operate. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company.

The dollar figures are determined as follows: transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statement of operations, the exchange rates at transaction dates are used. Depreciation and other changes deriving from non-monetary items are based on historical exchange rates.

The resulting translation gains or losses are recorded as financial income or expenses, as appropriate.

Cash and cash equivalents:

The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use and such deposits have a period to maturity which did not exceed three months at the time of investment, to be cash equivalents.

Inventory:

Inventories are recorded at the lower cost or net realizable value. Cost is determined on a weighted average basis.

The Company periodically evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices, and contractual obligations to maintain certain levels of products. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, and market prices lower than cost and adjusted revenue forecasts.

Property and equipment:

These assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of each asset.

Annual rates of depreciation are as follows:

	%

Computers and electronic equipment	33
Capitalization of website development costs	20
Office furniture and equipment	7

F - 10

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 3 2 - ~~COMMITMENTS~~ ~~AND~~SUMMARY ~~CONTINGENCIES~~OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

~~On May~~G. ~~31,~~Impairment ~~2016, Artemis entered into the License Agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license based on net sales to make any and all use~~ of ~~certain patents and know~~long-~~how~~lived owned by Hadasit and RDC relating to Artemisone. Artemis primarily relied on the License Agreement with respect to the development of Artemisone, its lead product candidate. As part of the License Agreement, Artemis agreed to certain development and investment milestones. Additionally, Artemis agreed to certain investment milestones, including the requirement to obtain financing of not less than $700 within seven months of the closing of the Merger on August 23, 2016 (such time, the “Effective Time”), $1 million within 12 months of the Effective Time and $2 million within 24 months of the Effective Time. In the event that Artemis failed to meet development or investment milestones as set forth in the License Agreement, Hadasit had the right to terminate the License Agreement.assets:

~~On January~~The ~~10,~~Company's ~~2019~~long-lived assets (assets group) to be held or used, including the ~~Company~~right ~~received~~of ~~the~~use ~~Notice~~assets ~~from~~and ~~Hadasit~~intangible ~~regarding~~assets that are subject to amortization, are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) 360, "Property, Plant, and Equipment" whenever events or changes in circumstances indicate that the ~~immediate~~carrying ~~termination~~amount of ~~the~~a ~~License~~group ~~Agreement~~of assets may not be recoverable. The ~~License Agreement~~recoverability ~~was~~of ~~terminated~~a asgroup of assets to be held and used is measured by a ~~result~~comparison of the ~~non-~~carrying ~~payment~~amount ~~for~~of ~~certain~~the ~~sponsored~~group ~~research~~to ~~fees~~the future undiscounted cash flows expected to be generated by the group. If such a group of assets is considered to be impaired, ~~patent~~the ~~expenses~~impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is determined through various valuation techniques including discounted cash flow models and third‑party independent appraisals, ~~patent~~as ~~maintenance~~considered ~~fees~~ necessary. During the years ended December 2022 and ~~consulting~~2021, ~~fees~~the Company did not record any impairment charges attributable to long-lived assets.

Basic and diluted net loss per share:

Basic loss per share is computed by dividing the net loss applicable to holders of Ordinary Shares by the weighted average number of shares of Ordinary Shares outstanding during the year per share is computed by dividing the net loss applicable to holders of Ordinary Shares by the weighted average number of Ordinary Shares outstanding plus the number of additional Ordinary Shares that would have been outstanding if all potentially dilutive Ordinary Shares had been issued, using the Treasury Shares Method, in accordance with ASC 260-10, "Earnings per Share".

Income Tax:

Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." This ASC prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The Company establishes reserves for uncertain tax positions based on an evaluation of whether the tax position is “more likely than not” to be sustained upon examination. The Company records interest and penalties pertaining to its uncertain tax positions in the financial statements as income tax expenses. As the Company is in an early stage, a valuation allowance was provided on any deferred tax assets. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2022, and 2021.

Revenue recognition:

The Company generates its revenues mainly from sales of skincare products. Revenues from the Company's contracts with customers are recognized using the five-step model in ASC 606, "Revenue from Contracts with Customers." At first, the Company determines if an agreement with a customer is considered to be a contract to the extent it has a commercial substance, it is approved in writing by both parties, all rights and obligations including payment terms are identifiable, and the agreement between the parties creates enforceable rights and obligations, and collectability in exchange for goods that will be transferred to the customer is considered as probable. The Company then assesses the transaction price for a contract in order to determine the consideration the Company expects to receive for satisfying the performance obligations called for in the contract, which generally includes only one performance obligation.

Revenues for performance obligations are recognized at the point in time when control is transferred to the customer (which is generally upon delivery) and include mainly revenues from the sales of the skincare products.

F - 11

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 4 2 - ~~INCOME~~SUMMARY ~~TAX~~OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

AK. ~~Tax~~Concentration ~~rates~~of ~~applicable~~credit ~~to the income~~risk:

UThe Company maintains an allowance based on a specific analysis of each customer account receivable’s aging, assessment of its related risk, and ability of the customer to make the required payment.S In addition, in accordance with ASC 326, "Financial Instruments - Credit Losses,” an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). ~~corporate~~ ~~tax~~The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. Trade accounts receivables are written off against the allowance when it becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria.

~~The maximum statutory federal tax rate in the US is 21%~~L. ~~The~~ ~~Company~~Commitments isand ~~not subject to current federal taxes, as it has incurred losses.~~contingencies:

~~Israel corporate~~Liabilities ~~tax~~for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

~~The Company’s~~M. ~~subsidiary~~Fair invalue ~~Israel is subject to income tax at a regular corporate tax of 23%.~~measurements:

BASC 820, "Fair Value Measurement and Disclosure," clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ~~Deferred~~As ~~income~~such, ~~taxes~~fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

~~As the~~Level ~~Company~~1 ~~has~~- ~~not~~Observable ~~yet~~inputs ~~generated revenues, it is more likely than not~~ that ~~sufficient~~reflect ~~taxable~~quoted ~~income~~prices ~~will~~(unadjusted) ~~not be available~~ for ~~the~~identical ~~tax losses~~assets toor beliabilities ~~utilized~~ in ~~the~~active ~~future~~markets. ~~Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts.~~

	As of December 31, 2021			As of December 31, 2020
Deferred tax assets:
Deferred taxes due to carryforward losses		2,941			2,906
Valuation allowance		(2,941	)		(2,906	)
Net deferred tax asset		-			-

Level 2 - Significant other observable inputs based on market data obtained from sources independent of the reporting entity.

C.Level ~~Tax~~3 ~~loss carry~~-~~forwards~~ Unobservable inputs which are supported by little or no market activity.

~~Net operating~~As ~~loss carry-forwards as~~ of December 31, ~~2021~~2022 and ~~2020~~2021, ~~are~~the asCompany ~~follows:~~did not have any derivative instruments or other financial instruments, carried at fair value on a recurring or nonrecurring basis.

	As of December 31,		As of December 31,
	2021		2020
Israel		5,019		4,974
United States (*)		8,509		8,392
		13,528		13,366

Leases:

~~(*) Utilization~~In ofaccordance ~~U.S.~~with ~~net~~ASC ~~operating~~842, ~~losses~~“Leases,” ~~may~~the beCompany ~~subject~~determines toif ~~substantial~~an ~~annual~~arrangement ~~limitation~~is ~~due~~a to lease and the ~~“change~~classification inof ~~ownership”~~that ~~provisions~~lease ofat inception based on: (1) whether the ~~Internal~~contract ~~Revenue~~involves ~~Code~~the use of ~~1986~~a ~~and~~distinct ~~similar~~identified ~~state~~asset, ~~provisions.~~(2) ~~The~~whether ~~annual~~the ~~limitation may~~Company ~~result~~obtains inthe right to substantially all the ~~expiration~~economic benefits from the use of ~~net~~the ~~operating~~asset ~~losses~~throughout ~~before~~the ~~utilization~~period, and (3) whether the Company has a right to direct the use of the asset.

F - 12

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 5 –2 ~~WARRANTS~~- ~~ISSUED~~SUMMARY TOOF ~~INVESTORS~~SIGNIFICANT ACCOUNTING POLICIES (Cont.)

~~In October 2017 the Company issued warrants to purchase common stock to investors~~N. ~~The~~Leases ~~below table lists these warrants and their material terms~~(Cont.):

ISSUANCE DATE		NUMBER OF WARRANTS		EXERCISE PRICE			EXERCISABLE THROUGH
October 2017		275,000		$	2.00		October 2022

Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. ROU assets are initially measured at amounts, which represent the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured based on the discounted present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The implicit rate within the operating leases is generally not reasonably determinable, therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located.

~~The warrants~~Certain ~~contain~~leases ainclude ~~full~~options ~~ratchet~~to ~~anti-dilution~~extend ~~price~~or ~~protection~~terminate ~~(See~~the ~~note~~lease. ~~7B)~~An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.

~~NOTE 6~~O. Stock-based ~~Computation of Net Loss per Share~~compensation:

~~Basic loss~~The ~~per~~Company ~~share~~accounts isfor computed by dividing the net loss, as adjusted, to include the preferred shares dividend participation rights of preferred shares outstanding during the relevant fiscal year, by the weighted average number of shares of common stock-based ~~outstanding~~compensation ~~during~~under ~~the~~Accounting ~~relevant fiscal~~Standard ~~year.~~Codification ~~Diluted loss per share is computed by dividing the net loss~~718, as“Compensation ~~adjusted,~~- toStock ~~include~~Compensation” ~~the~~(“ASC dividend participation rights of preferred shares outstanding during the relevant fiscal year as well as of preferred shares that would have been outstanding if all potentially dilutive preferred shares had been issued718”), bywhich ~~the~~requires ~~weighted average number of shares of common stock outstanding during~~ the ~~relevant~~measurement ~~fiscal year,~~and ~~plus~~recognition ~~the number~~ of ~~shares~~compensation ofexpense ~~common~~based ~~stock~~on ~~that~~estimated ~~would~~fair ~~have~~values ~~been~~for ~~outstanding if~~ all ~~potentially~~share-based ~~dilutive~~payment ~~common~~awards ~~stock~~made ~~had~~to ~~been~~employees ~~issued, using~~and ~~the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”~~directors.

~~The loss~~ASC ~~and~~718 ~~weighted~~requires ~~average~~companies ~~number~~to estimate the fair value of ~~common~~equity-based ~~stock~~payment ~~used~~awards inon the ~~calculation~~date of ~~basic~~grant ~~loss~~using ~~per~~an ~~share~~option-pricing ~~are~~model. asThe ~~follows~~value of the portion of the award that is ultimately expected to vest (net of estimated forfeitures) is recognized as an expense over the requisite service periods in ~~thousands~~the Company’s statements of operations, ~~except share~~based ~~and~~on ~~per~~the ~~share~~straight-line ~~data):~~attribution method.

	Year Ended December 31,			Year Ended December 31,
	2021			2020
Net loss attributable to shareholders of the company		167			121
Net loss attributable to shareholders of preferred shares		25			18
Net loss used in the calculation of basic loss per share		142			103
Net loss per share		(0.03	)		(0.02	)
Weighted average number of common stock used in the calculation of net loss per share		5,153,461			5,153,461

The Company estimates the fair value of a standard stock option granted through the Black-Scholes model. Management determined the fair value of a regular share at the time of granting the option in accordance with the share price on the day of grant. The option-pricing model requires a number of assumptions, the most significant of which: stock price, volatility, risk free interest rate, dividend yield and the expected option term.

Impact of recently issued and adopted accounting standards:

In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under the U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. It also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021. This update did not have a material impact on the Company's financial statements.

In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified.

F - 13

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 7 2 - ~~STOCK~~SUMMARY ~~CAPITAL~~OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

AP. ~~Stockholders~~ ~~Rights~~Impact of recently issued and adopted accounting standards (Cont.):

~~Shares of~~Written ~~common~~Call ~~stock~~Options.” ~~confer~~This ~~upon~~update ~~their~~did ~~holders~~not ~~the~~have ~~right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to receive~~ a ~~distribution~~material ofimpact ~~any~~on ~~surplus of assets upon liquidation of~~ the Company's financial statements.

~~The~~Q. ~~Series~~New Aaccounting ~~Convertible Preferred~~pronouncements ~~shares~~not ~~confer~~yet upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock.effective:

~~The~~On ~~Series~~December C21, ~~Convertible Preferred~~2022, ~~shares~~the ~~confer~~FASB ~~upon~~issued ~~their~~ASU ~~holders~~No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the ~~right~~Sunset toDate ~~receive~~of ~~dividends~~Topic ~~when~~848. ~~paid~~When tothe ~~holders~~FASB issued ASU No. 2020-04 in 2020, the Board included a sunset provision within Topic 848 based on the expectation that LIBOR would cease being published on December 31, 2021 and thus, the board set a sunset provision date for December 31, 2022 - 12 months after the expected cessation date of ~~common~~LIBOR. ~~stock~~However, in March 2021, the Board accounted the intended cessation date of the ~~Company~~overnight on1-, an3-, as6-~~converted basis~~, and 12-month tenors of LIBOR would be June 30, 2023, which is beyond the previously established sunset provision date of December 31. ~~The~~2022. ~~shares~~Therefore, the amendments in ASU 2022-06 address this, and defer the sunset date of ~~Series~~Topic C848 ~~Convertible~~from ~~Preferred~~December ~~Stock~~31, 2022 to December 31, 2024. The amendments in ASU 2022-06 apply to all entities, subject to meeting certain criteria, that have ~~the~~contracts, ~~right~~hedging relationships, and other transactions that reference LIBOR or another reference rate expected to ~~receive~~be adiscontinued ~~distribution~~because of ~~any~~reference ~~surplus~~rate ofreform. ~~assets~~The guidance is effective for all entities upon ~~liquidation~~ issuance of ~~the~~this update. The Company ~~before~~expects ~~any~~that ~~distribution~~this orupdate, ~~payment~~will ~~shall~~not behave ~~made~~a tosignificant ~~the~~impact ~~holders~~on ofthe ~~any~~Company’s ~~other~~consolidated ~~securities~~financial statements.

~~B. Issuance~~NOTE of3 ~~Shares:~~- INVENTORIES

On August 19, 2016 and prior to consummation of the merger, Artemis issued 524 shares of common stock (221,307 shares as adjusted to reflect the reverse recapitalization and reverse stock split) for an aggregate purchase price of $127, which was received in October 2016.

	December 31,
	2022		2021

Raw materials		24		32
Finished goods		23		42
		47		74

InThe ~~August~~company ~~2016, immediately~~recorded ~~upon~~inventory ~~consummation~~write-offs ofduring the ~~Merger,~~years ~~the~~that ~~Company~~ended ~~issued~~on ~~68,321 shares~~December ~~of the Company’s common stock~~31, as2022 ~~well~~and as2021 ~~453 shares~~were of$9 ~~the Company’s newly designated Series A Convertible Preferred Stock convertible into 658~~thousands,~~498 shares~~ ofand ~~common stock, to an investor for an aggregate purchase price of~~ $~~481,000 (net~~0 ~~of issuance expenses)~~respectively.

InNOTE ~~October~~4 2017, the Company issued 300,000 shares of the Company’s common stock, warrants to purchase 275,000 shares of common stock, as well as 250 shares newly designated Series C Convertible Preferred Stock to investors for an aggregate purchase price of $550,000 less issuance expenses. Each share of Series C Convertible Preferred Stock is convertible into 1,000 shares of common stock, subject to adjustments in the event of future financing at a price of less than the conversion price. Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-~~converted basis.~~ ~~The~~COMMITMENTS ~~holders~~AND ofCONTINGENT shares of Series C Convertible Preferred Stock have the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any other securities.LIABILITIES

The ~~warrants~~Company's toskincare ~~purchase~~products ~~275~~are manufactured in Israel by a sole manufacturer,~~000 shares~~ ofWaitemata Honey Co. Ltd. (the ~~Company’s~~“Vendor” ~~common~~or ~~stock~~“Waitemata ~~contain~~Honey”) awith ~~full~~Mānuka ~~ratchet~~honey ~~anti-dilution~~ingredients. ~~price~~The ~~protection~~Company soimports ~~that,~~Mānuka honey from its supplier in ~~most~~New ~~situations~~Zealand. ~~upon~~Pursuant to the ~~issuance~~ ofagreement ~~any~~with ~~common~~the ~~stock~~New orZealand ~~securities~~supplier ~~convertible~~in ~~into~~July ~~common~~2021, ~~stock~~on atFebruary a28, ~~price~~2022, ~~below~~ the ~~then-existing~~Company ~~exercise~~was ~~price~~granted ofan import license from the ~~outstanding warrants~~Israeli Ministry of Health, the“MoH” ~~warrant~~and ~~exercise~~the ~~price~~“MoH ~~will~~License,” bewhich ~~reset~~allows it to ~~the~~import ~~lower~~Mānuka ~~common~~honey ~~stock~~from ~~sales~~Waitemata ~~price~~Honey.

The skincare product formulas are the intellectual property of the Company, pursuant to an agreement signed by the Company and the Vendor on December 14, 2021 (the “Formula Agreement”).

Pursuant to the Formula Agreement, the Vendor was granted exclusivity as the manufacturer of the Company's cosmetic products. The Company is entitled at any time to replace the Vendor as the sole manufacturer. If the Company so decides it will have to pay the Vendor approximately US$ 6,000 (NIS 20,000), linked to the Israeli CPI, for each formula for which the manufacturer was replaced.

The Formula Agreement is for the manufacturing of six formulas of cosmetic materials production and the rights to purchase these formulas with a term of 10 years.

The Company accounted for the Formula Agreement as the acquisition of the IP associated with the development of the formulas in consideration of granting exclusivity rights. The Company recorded an intangible asset in the amount of US$ 36 thousands (NIS 120 thousand), amortized over the term of the contract with a corresponding liability in the same amount for the exclusivity liability.

F - 14

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 75 - ~~STOCK~~PROPERTY ~~CAPITAL~~AND ~~(Cont.)~~EQUIPMENT, NET

A summary of the Company's option activity and related information is as follows:

	December 31,
	2022			2021
Cost:

Computers and electronic equipment		11			6
Capitalization of website development costs		55			34
		66			40
Accumulated depreciation:
Computers and electronic equipment		(4	)		(1	)
Capitalization of website development costs		(12	)		(3	)
		(16	)		(4	)

Depreciated cost		50			36

	For the Twelve months ended December 31, 2021
	Number of stock options		Weighted average exercise price		Aggregate intrinsic value
Outstanding at beginning of period		141,528		0.47		35,513
Granted		-
Exercised		-
Cancelled
Outstanding at end of period		141,528		0.46		86,036
Options exercisable at period end		140,486		0.47		86,036

Depreciation expense for the years ended December 31, 2022 and 2021 were $12 thousands, and $3 respectively.

~~The~~NOTE ~~aggregate~~6 ~~intrinsic~~- ~~value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common stock on December 31~~INTANGIBLES, 2021, and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates.NET

The ~~stock~~gross ~~options~~book ~~outstanding~~value, asaccumulated ~~of December 31~~amortization, ~~2021~~ and ~~2020,~~amortization ~~have~~periods ~~been~~of ~~separated~~intangible ~~into~~assets ~~exercise~~are ~~price,~~ as follows:

Exercise price		Stock options outstanding as of December 31,						Weighted average remaining contractual life – years as ofDecember 31,						Stock options exercisable as of December 31,
	December 31, 2022
$		2 0 2 1			2 0 2 0			2 0 2 1			2 0 2 0			2 0 2 1		2 0 2 0
	Estimated Useful Life(in years)			Gross Book Value			Accumulated Amortization			Net Book Value			Weighted Average Remaining Useful Life (in years)
0.01			91,528			91,528			4.64			5.64			91,528		91,528
Acquisition of IP		10			39			4			35			9
1.30			-			-						-					-
1.30			50,000			50,000			6.21			7.21			48,958		36,458
			141,528			141,528			5.17			6.17			140,486		127,986

(*) Less than 1

	December 31, 2021
	Estimated Useful Life (in years)		Gross Book Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)

Acquisition of IP		10		32		-		32		10

F - 15

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 8 7 - ~~RELATED PARTIES~~LEASES

On ~~May~~August 1510, ~~2019~~2021, the Company ~~issued~~entered ~~two~~into ~~unsecured~~an ~~promissory~~operating ~~notes~~lease ~~(each,~~agreement afor ~~“Note”~~its ~~and collectively the “Notes”) in the aggregate principal amount of $100,000 to two related parties~~office. ~~$20,000 and~~The ~~$30,000 of~~Company ~~the~~signed ~~funds~~a ~~were~~new ~~received~~agreement byfor ~~the~~its ~~Company~~current onoffice ~~March 22, 2019,~~ and ~~April~~manufacturing 4,facilities ~~2019~~lease, ~~respectively.~~which ~~The~~originally ~~balance of the funds~~ was ~~received~~to end in ~~May~~ ~~2019~~2022. ~~Each~~The ~~Note~~lease ~~accrues~~agreement ~~interest~~is atfor aone ~~rate~~year ofstarting ~~6% per annum until the Note is repaid~~ in ~~full.~~October ~~All payments of principal, interest and other amounts under each Note are payable by June 30,~~ 2021 Inwith ~~addition,~~two Onoptions ~~November~~to 4,extend ~~2021,~~ the ~~Company~~lease ~~issued~~by an ~~unsecured~~additional ~~promissory~~one ~~notes~~year (for each, aoption ~~“Subsequent Note”~~until ~~and~~September ~~collectively the “Subsequent Notes”) in the aggregate principal amount of $~~30,~~000, with~~ ~~original issuance date of August 15, 2021~~2024. ~~Each~~On ~~Note~~October ~~accrues interest at a rate of 10% per annum until the Note is repaid in full. All payments of principal~~1, ~~interest and other amounts under each Note are payable by December 19~~2022, ~~2021.~~the ~~The~~company ~~proceeds~~exercised of the ~~Notes~~first ~~were~~option ~~used~~to byextend the ~~Company~~lease for ~~general~~another ~~working~~year ~~capital~~and ~~purposes.~~the ~~Related~~company ~~parties~~is ~~also~~reasonably ~~includes~~certain ~~$14,000 of~~that ~~Company~~it ~~operating~~will ~~expenses~~exercise ~~which~~its ~~were~~additional ~~paid~~option ~~for~~starting byin ~~Nadav~~October ~~Kidron~~2023.

~~NOTE 9~~The -components ~~SUBSEQUENT~~of ~~EVENTS~~operating lease costs were as follows:

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements.

	December 31,
	2022		2021

Operating lease cost		21		6
Total lease costs		21		6

Supplemental balance sheet information related to operating leases is as follows:

	December 31,
	2022			2021

Operating lease ROU assets		37			55
Operating lease liabilities, current		19			19
Operating lease liabilities, long-term		15			38
Weighted average remaining lease term (in years)		1.75			2.75
Weighted average discount rate		7.85	%		7.85	%

Future lease payments under operating leases as of December 31, 2022, are as follows:

	December 31,
	2022

2023		21
2024		15
Total undiscounted lease payments		36
Less: imputed interest		(2	)
Present value of lease liabilities		34

F - 16

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 8

SHAREHOLDERS' EQUITY

Stockholders’ Rights:

Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company.

Issuance of Shares:

On December 20, 2021, the Company entered into a securities purchase agreement (the “SPA”) with certain investors. Pursuant to the SPA, the Company agreed to sell 5,439,650 shares of common stock and 18,966 Series D Convertible Preferred Stock to the investors for aggregate consideration of $500 thousands following the consummation of the transactions contemplated by the investor’s holdings of the Company, representing 17.24% of the issued capital of the Company on a fully diluted basis.

As detailed in Note 1, as part of the Recapitalization Transaction on June 30, 2022, the Company issued 33,791,641 shares of common stock and 110,000 shares that were designated as Series D Convertible Preferred Stock in exchange for approximately 89% of the issued and outstanding ordinary shares and all the preferred shares of Manuka Ltd. The number of shares prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

On July 25, 2022, the Company increased its authorized capital stock to 150,000,000 shares of capital stock, par value $0.01 per share, of which 200,000 shares are "blank check" preferred stock, par value $0.01 per share, of which (i) 1,000 were designated as Series A Convertible Preferred Stock (of which 453 were issued and subsequently converted into shares of common stock on October 18, 2022, (ii) 250 were designated as Series C Convertible Preferred Stock (of which 250 were issued and subsequently converted into shares of common stock on October 18, 2022), and (iii) 110,000 shares were designated as Series D Convertible Preferred Stock (of which 110,000 were issued and subsequently converted into 66,000,000 shares of common stock on September 20, 2022).

Preferred Stock:

The Series A Convertible Preferred shares conferred upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series A Convertible Preferred was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series A Preferred had a par value of $0.01 per share and were convertible into 1,453.65 shares of Common Stock.

All of the Series A Convertible Preferred shares were converted into shares of common stock on October 18, 2022.

F - 17

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 8

SHAREHOLDERS' EQUITY (Cont.):

The Series C Convertible Preferred shares conferred upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series C convertible Preferred was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series C Preferred has a par value of $0.01 per share and were convertible into 1,000 shares of Common Stock.

All of the Series C Convertible Preferred shares were converted into shares of common stock on October 18, 2022.

The Series D Convertible Preferred Shares conferred upon their holders the right receive notice to participate and vote in general meetings of stockholders of the Company on an as converted basis, the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series D Convertible Preferred Shares was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series D Preferred Shares has a par value of $0.01 per share and were convertible into 600 shares of Common Stock.

All of the110,000 shares Series D Convertible Preferred shares were converted into shares of common stock on September 20, 2022.

Stock Option:

On January 19, 2022, the Company entered into an agreement with a services provider according to which the Company granted the services provider options to purchase 2.25% of the Company’s issued and outstanding Common Stock with exercise price equal to the par value of the shares. The stock option will be fully exercisable a moment before the closing date of the Share Exchange Agreement and can be exercised no later than the closing date. On June 30, 2022, the services provider exercised the stock option and as a result of the Share Exchange Agreement was issued 2,242,509 common stock of the Company.

In July 2022, the Company granted 370,014 stock options to one of her officers, with an exercise price per share of $0.0624 for a vesting period of 36 months commencing on April 1, 2022, with one third (1/3) of the total number of options vesting on the first anniversary of the Start Date (the “Cliff Date”) and one twelfth (1/12) of the options vesting every three months following the Cliff Date.

The Company recognized compensation expenses in the amount of $182 thousands, included in General and administrative Expenses.

F - 18

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 9

RELATED PARTY BALANCES AND TRANSACTIONS

During 2020 and 2021 the founder of the Company provided the Company with several loans at an aggregate amount of $236 thousands as of December 31, 2022. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined.

The Company considered whether the loans the Company received from its founder is beneficial and hence such benefit should be recorded in capital reserve from the transaction with A major stockholder.

The Company estimated the value of the benefit as the difference between the interest rate stipulated in the contract and the interest rate commensurate with such loans expected in an arms-length.

transaction (inclusive adjustment to the size of the loan and the fact that it is unsecured, which the Company's management considers being the best estimate of the Company’s interest rate close to the date of receiving loans from the shareholders). Accordingly, as a result of the fact that the founder’s loan bears no interest and with no maturity date, the benefit is determined each year at the beginning of the year, as the discount of the loans at the effective interest rate (determined above) determined to be approximately 8.85%. The benefit for the years ended December 31, 2021, and 2022 were US$13 thousands and US$22 thousands respectively.

Balances with related parties:

	December 31,
	2022		2021

Long-term Loan from A major stockholder		236		239
Trade accounts payable (*)		433		-

Transactions with related parties:

	December 31,		December 31,
	2022		2021

Management fees to a major stockholder		34		49
Sales and marketing (*)		425		-
Interest on loans from a major stockholder		22		13
Stockholder’s Salaries		98		-

(*) refer to marketing services provided by one of the Company’s stockholders.

F - 19

Artemis Therapeutics Inc.

Notes to the financial statement

(USD in thousands)

NOTE 10

TAX ON INCOME

Tax rates applicable to the income of the Israeli companies:

Manuka is taxed according to Israeli tax laws.

The Israeli corporate tax rate from the year 2018 and onwards is 23%.

As of December 31, 2022, the Company had total net operating losses in Israel of approximately $2,309 thousand, which may be carried forward and offset against taxable income in the future.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	December 31
	2022			2021
	Thousands U.S. $
Operating loss carryforward		1,455			361

Net deferred tax asset before valuation allowance		335			85
Valuation allowance		(335	)		(85	)
Net deferred tax asset		-			-

As of December 31, 2022, the Company has provided a full valuation allowance of $335 thousands in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.

Available Carryforwards tax losses:

As of December 31, 2022, the Company has an accumulated tax loss carryforward of approximately $1,455 thousands. Carryforward tax losses in Israel are of unlimited duration.

The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

F - 20

SIGNATURE PAGE

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

SIGNATURE	ARTEMIS THERAPEUTICS, INC. TITLE	DATE
	ARTEMIS THERAPEUTICS, INC.
/s/ Chanan Morris	Chief Financial Officer	March 3, 2022
SIGNATURE	TITLE	DATE
By: Chanan Morris	(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Shimon Citron	Chief Executive Officer and Director	March 31, 2023
By: Shimon Citron

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

/s/ Chanan Morris	Chief Financial Officer	March 3, 2022
/s/ Shimon Citron	Chief Executive Officer and Director	March 31, 2023
By: Chanan Morris	(Principal Executive Officer and Principal Financial and Accounting Officer)
By: Shimon Citron /s/ David Dana	Chief Financial Officer	March 31, 2023
/s/ Israel Alfassi	Director	March 3, 2022
By: David Dana
By: Israel Alfassi

Filing Compare · Manuka, Inc.