My Size, Inc. Annual Report 2015

Plain-text annual report

10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses10K 1 f10k2015_mysizeinc.htm ANNUAL REPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to _________Commission file number 00137370MY SIZE, INC.(Exact name of registrant as specified in charter)DelawareN/A(State or jurisdiction ofIncorporation or organization)I.R.S Employer Identification No.3 Arava St. P.O.B. 1026, Airport City, Israel, 7010000[MySize +972 72 3331002](Address, including zip code, and telephone number, including area code, of registrant’s principle executive offices)Matheau J. W. Stout, Esq.400 E. Pratt Street, 8 th Floor, Baltimore, Maryland 21202(410) 4297076(Name, address, including zip code, and telephone number, including area code, of agent for service)(Issuer’s Telephone Number)Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $0.001 per shareSecurities registered pursuant to Section 12(b) of the Act: NoneTitle of ClassIndicate by check mark whether the registrant is a wellknown 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 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 thepreceding 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 thepast 90 days. Yes ☒; No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. ☒;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b2 of the Exchange Act. (Check one):Large accelerated filer ☐ Accelerated filer ☐ Nonaccelerated filer ☐ Smaller Reporting Company ☒;Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b2 of the Exchange Act) Yes ☒ No ☐;Number of shares of common stock outstanding as of December 31, 2015 was 15,313,793DOCUMENTS INCORPORATED BY REFERENCE – NONETable of ContentsItem 1.Business3Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments21Item 2.Properties21Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures23Item 5.Market For Common Stock, Dividend Policy Related Stockholder Matters23Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 8.Financial Statements and Supplementary DataF1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and management and Related Stockholder matters46Item 13.Certain Relationships and Related Transactions, and Director Independence.46Item 14.Principal Accounting Fees and services47Item 15.Exhibits, Financial Statement Schedules47Signatures 482Item 1. BusinessGeneral Background and Description of the CompanyMy Size Inc. (hereinafter: the “Company”), was incorporated and commenced operations in September 1999 as Topspin Medical, Inc., (“Topspin”) a private companyregistered in the State of Delaware, United States. Topspin was engaged in research and development of a medical magnetic resonance imaging (“MRI”) technologyfor interventional cardiology and in the development of MRI technology for use in the diagnosis and treatment of prostate cancer.On September 1, 2005, the Company issued securities to the public in Israel according to a prospectus and became publicly traded on the Tel Aviv Stock Exchange(“TASE”). In 2007, and until August 2012, the Company registered some of its securities with the U.S. Securities and Exchange Commission ("SEC"). The Company'sshares are traded only in Israel in NIS.In January 2012, after having received the approval of the general meeting of shareholders of the company, the company consummated a transaction whereby itacquired Metamorefix Ltd. Pursuant to such transaction Metamorefix became wholly owned by the company (through Topspin Israel). Metamorefix Ltd. wasincorporated in 2007, and is engaged in the development of innovative solutions with high practicable potential for the rehabilitation of tissues, particularly skintissues.On August 21, 2012, the Company’s board of directors (the “Board”), approved the suspension of the Company’s reporting obligations under Section 13(a) and15(d) of the Exchange Act (the “Deregistration”). The Company thereafter filed a Form 15 with the Securities and Exchange Commission (the “SEC”) on September 5,2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10K,10Q and 8K, was immediately suspended.In December 2013, the Company changed its name to Knowledgetree Ventures Inc. On February 16, 2014 the Company changed its name to My Size Inc. In January,2014, the Board approved a transaction with Shoshana Zigdon, a related party, concerning the entering into a technology venture through a new subsidiary whichwill be incorporated for this purpose, as discussed below. In the past, the Company engaged through its Israeli subsidiary, in the development of products in thefields of cardiology and urology. By the end of 2012, in view of the Company’s cash flow, the Company’s ceased its above operations and shortly thereafter theCompany’s employees were laid off and in January 2013 the Company sold its entire shares in Metamorfix.Transaction Involving Change in ControlIn September 2013 Ronen Luzon, the Company’s CEO, purchased control of the Company from Mr. Asher Shmuelevitch. Mr. Ronen Luzon purchased 1,755,950shares from Mr. Asher Shmuelevitch which represented approx. 40% of the issued and outstanding share capital at such time and thus became a controllingshareholder (the "Transaction").Within the framework of the Transaction Mr. Ronen Luzon undertook to act to reach a settlement with the Company's creditors, according to which the Companywill pay the main creditor, Mr. Asher Shmuelevitch, a total sum of NIS 0.5 million, in consideration for a full and final waiver of any and all his claims that he may havein connection with any monetary indebtedness of the Company to them.As a result of the various investment rounds in the Company (as detailed in item 5 below) Mr. Ronen Luzon's holding in the Company was diluted and currentlyrepresents 12% of the issued and outstanding share capital of the Company.3MySize is a technology company whose strategy is based on the development of applications that can be utilized to accurately take measurements of a variety ofitems via a smartphone. By simply downloading the application to one’s smartphone, the user is then able to simply run the smartphone over the surface of the itemthe user wishes to measure. The information is then automatically sent to a cloud based server where the dimensions are calculated through the company’sproprietary algorithms and the accurate measurements (+ or .78 of an inch) are then sent back to the users smartphone. The entire process takes mere seconds tocomplete. The commercial applications for this technology are significant in many areas.Currently, MySize is focusing on the following business verticals:●Ecommerce Apparel Industry – main market●Courier Services●Do It Yourself (DIY) uses●Usage as a tape measureCurrently, MySize is devoting much of its focus on the applications for the apparel business. The company also believes that all of the above mentionedapplications will be useful to users, retailers and vendors alike.The Apparel IndustryMySize is in development of an application which assists the consumer to accurately take the measurements of his or her own body in order to fit clothing in thebest way possible without the need to try them on using a smartphone. The purpose of MySize is to simplify the process of clothing acquisition through theinternet and to significantly reduce the rate of returns of clothing which were acquired through the internet and which are returned to the stores as a result of illfitting.MySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the body of each consumerindependently by moving the cellular phone along his or her body. The measurements will then be saved on the Company's cloud database, enabling the user tosearch for clothes in various retailer websites without worrying about size. When a search is made, the retailer connects to the Company's cloud and only providesresults based on the user's measurements and other parameters as he may have defined. This data will also be saved for when a customer enters a brick and mortarstore to help serve the customer more efficiently and to better the shopping experience.As soon as the item is found and the acquisition is completed, the retailer will be charged a certain percentage of the acquisition price. The rate to be charged of theentire acquisition has not been fixed at this stage and will be determined following negotiations with fashion companies, in a more advanced stage of thedevelopment. A B2B pilot was launched in 2015 with a Spanish apparel etailor Trucco. It was agreed that in March 2016, Trucco will select a focus group to test the MySizeID appand provide feedback on the efficacy of the technology. The next milestones will be decided after the results of the Focus Group.The company is already in advanced discussions with additional major online apparel players to integrate the MySizeID solution.How MySize Apparel Can be Utilized1.My Size ID: This app lets consumers create a secure, online profile of their personal measurements, which can then be utilized with partnered onlineretailers to insure that no matter the manufacturer or size chart, they will always get the right fit. The MySizeID App utilizes a patentpendingmeasurement technology that does not rely on user photographs nor any additional hardware; all you need to do is scan your body with yoursmartphone and the app records your measurements.2.In Store Shopping Tool: Users of MySize can allow brick and mortar merchants to access their profile to receive more personalized attention. Thisconcierge like service enables the salesperson to better serve customers by accessing a user's size and style preferences to make the instoreshopping experience more pleasant, time efficient and satisfactory.3.Cross Site Search Feature: The MySizeID Profile will enable users to search for a specific product or item across multiple online retailers, but unlikemost shopping comparison shopping tools, MySizeID delivers results that fit each individual user’s measurements. This feature can be customizedfor personalized filters that go beyond sizing and measurements, and can also include a user's favorite colors, brands, styles and more.4The Company’s assumed profitability is based on these factors:1.The internet acquisition market does not exhaust its growth potential since the consumers are reluctant to order clothes which they have not seenor tried on and which may not fit them.2.In the US the cost of return of clothes which were purchased on the internet, if the customer wishes to return them, is usually borne by the sellingcompany. Consequently, high costs are incurred by the selling companies which increase their motivation to find a solution which would reducesuch costs.3.MySize does not currently hold any patents, the Venture, is in its advanced development stages, and is in the application and/or review process of4 patent registrations, none of which have been granted at this time.MySize aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriate sizeditem to order, decreasing the amount of wrongly sized ordered items. Retailers are searching for ways to encourage shoppers to return less. MySize Inc. offers aneasy to use mobile technology that solves this problem.INTERNATIONAL PARTNERSHIP IN SPAIN:MySize signed an agreement with In Situ A. Trucco, a leading Spanish fashion company, to conduct a pilot utilizing MySize’s unique measuring and ID technology.It will be available for Trucco's online and off line customers to enable a more effective online shopping experience and the customization of clothing articles to theirmeasures. Trucco maintains more than 240 shops in about 20 countries in Europe, China, Asia Pacific, South America, Middle East and Israel.The planned milestones for the In Situ A. Trocco project are detailed below. (due to the delay in the integration with Trucco we have accelerated several otherprocesses that were planned for later stages and hence have been completed to date):Login and Account creation (Servers connection and API implementation) – completed1.Focus group of 100 subjects with their detailed body measurements – completed2.Database Migration – completed3.Design of Web Widget – completed4.Embedding it on Trucco web site – This was already completed.5.Design of user review and package acceptance – this is stage has been decided to be placed on hold.6.Design of Push Notifications completed and approved by Trucco.7.Final integration (client, MySize and Trucco servers) – Scheduled for Q2 2016In Situ A. Trucco is a “white label” retailer, where all the products will be under its name using our technology. The scenario of using the MySize product withTrucco will go through the following stages.Stage 1 – Trucco consumers will create their profile using our web service or through our mobile app by measuring different body parts.Stage 2 – after creating their profile the users will be able to log into Trucco online shop using their Trucco ID (received after creating their profile) and selecting thetype of garment they would like to buy.Stage 3 – Trucco servers will retrieve the user information from MySize servers and filter out only the items that matches the users size.Stage 4 – the users will select the garments he likes and go through checkout.5The Company’s success is significantly dependent upon the ongoing relationship with In Situ A. Trocco, and the achievement of the milestones for the project.AWARD WINNING TECHNOLOGY: Bank Leumi “Globes” Innovation Nation program participant named Most Innovative Company of 2014.Courier ServicesWhen an individual wishes to ship boxes from place to place, they often call a courier service. Currently, individuals will contact a courier service and request a pickup. The individual is then usually asked the dimensions of the package to be shipped. Unfortunately, the response given to the courier can be rather vague (big,medium small etc.). This is often the cause of much confusion between the individual shipper and the courier. This confusion can lead to the courier sending out thewrong vehicle for the pick up and/or a large price differential than what was originally quoted by the courier causing customer dissatisfaction.How MySize Can be Utilized for Courier ServicesMySize operates based on the use of existing sensors in smart phones which enable, through a specific purpose application, to measure the dimensions of eachpackage by moving the cellular phone along package (length, height and width) to be sent via courier. The measurements will then be saved on the Company's clouddatabase, and shared with the courier. This will allow for:●Courier services to provide accurate pricing to their consumers with little to no confusion.●Courier services can send the proper sized vehicle to pick up package(s).The courier service market in the United States alone had revenues of over $90 billion in 2014 (http:// marketrealist.com/2015/07/lookcourierserviceindustryunitedstates/). Consequently, the company views this as an excellent opportunity to create value in the courier market.Agreement with Katz Delivery Services, LTDOn November 20,2015, MySize entered into an agreement with Katz Deliveries, LTD, one of the largest courier services in Israel. Katz Delivery Services deliversabout five million parcels per year (the largest in Israel). The company employs more than 500 employees. The company has more than 250 vehicles. In thisagreement, both parties have agreed to mutually work together to develop and integrate MySize technology with those of Katz’s Delivery Service. Currently, thecompany expects to have the application ready for use sometime in the second quarter of 2016. MySize hopes to begin to see revenues from this endeavor by thesecond half of 2016.Still in DevelopmentMySize is working on additional consumer applications. One of these applications is in the category of “Do It Yourself “ (DIY). In this application, users will be ableto visualize how an object or a piece of furniture will fit in an existing room in their home or office. As many people have difficulty with spatial recognition, thecompany hopes this will help alleviate the problem.Additionally, in Q3 2015, My Size launched the SizeUp app, a smart tape measure for the B2C market. SizeUp is another project that MySize has already completedand launched. This application allows users to utilize their smartphone as a tape measure. The application provides measurements with an accuracy +_ 2 cm. Thecurrent application is currently free. Initially available only for iOS, The app has garnered over 70K downloads through January, 2016.The first version for Android will measure horizontal distances and 2nd version for iOS will include vertical measurements as well. Both of these improvements, areundergoing final QA stages. The company expects both apps will be published in app store (iOS) and Play Store (Android) on or about March 16.6SizeUP:https://itunes.apple.com/il/app/sizeupasmarttapemeasure/id1031088133?mt=8Details of Patents:CountryApp. No.Our Ref.FiledPub. No.Pub. DateNextRenewalStatus/Next actionPatent Cooperation TreatyPCT/IL2013/0500 56220438120/01/2013National Phase entered & casefinishedAustralia2013210638229816620/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018Canada2,861,972229817820/01/201320/01/2017National Phase entered;Deadline for requestingexamination: Jan 20, 2018European Patent Office13738045.7229818920/01/2013280527626/11/201431/01/2017Response to Extended EuropeanSearch Report (EESR) due byJanuary 31, 2015 – response tobe timely filedJapan2014552744229819420/01/2013Examination requested;Awaiting 1st Office ActionRussian Federation2014133896229820920/01/2013Examination requested;Awaiting 1st Office ActionUnited States of America14/373,058229821320/01/2013US2014/037224718/12/2014Awaiting 1st Office Action7Patent 1. MEASUREMENT OF A BODY PART(060703)Patent 2. Method & System for Measuring a Path Length Using a Handheld Electronic Device(061514)Country App. No.Our Ref. FiledPublicationNo. Pub. DateNextRenewal Status/Next actionUnited States of America61/929,635226713021/01/2014Term Ended – This applicationceased to exists, but sets thepriority date for members of thispatent familyPatent Cooperation TreatyPCT/IL2015/050022232724006/01/2015WO 2015/11103830/07/2015PCT 30M deadline to enterNational Phase (Chapter 2):July 21, 2016Patent 3. A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device(061917)CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionIsrael237055233167602/02/2015Awaiting 1st Office Action Deadline for filing counterpartapplications – February 2, 2016Patent Cooperation Treaty2396334Prefiled – to be filed byFebruary 2, 2016Patent 4.A System For and a Method of Measuring Using a Handheld Electronic Device(062170) CountryApp. No.Our Ref.FiledPublicationNo.Pub. DateNextRenewalStatus/Next actionUnited States of America62/208,912236266024/08/2015Deadline for filing counterpartapplications – August 24, 20168The MarketClothing retailers have gained substantial growth in revenues by offering consumers an online platform to perform their shopping. MySize intends to market ourproduct globally. We think that the statistics regarding the US are reflecting the world trend. The Company believes that the US will continue to have the largestscope of electronic commerce for a single country, and will be followed by the following countries in a large scope of sales: China, England, Japan and Germany.Apparel sales in the U.S. totaled $361.3 billion in 2013, with 15% of that being from online sales, approximately $54.2 billion in online sales1. Over the next 4 years,this percent of total sales is expected to increase to about 20%2.As online shopping becomes easier and more secure, global ecommerce sales are projected to grow at a cumulative annual growth rate of 14.6% through 2017, toreach about USD 2 trillion, as illustrated below.Additionally, mobile ecommerce is expected to total 25% of the total ecommerce market by 2017, as the chart demonstrates below. As Smartphones become morecommon and sophisticated, consumers will be able to shop wherever they are, strengthening the ecommerce market.Source: onbile.comThe Venture aims to cut the amount of returns by providing an application that calculates the exact body measurement proportions and determines the appropriatesized item to order, decreasing the amount of wrongly sized ordered items.1 Retail Ecommerce Set to Keep a Strong Pace Through 2017, Emarketer, 201304222 ECOMMERCE AND THE FUTURE OF RETAIL: 2014 [SLIDE DECK], Business Insider, 20140822http://www.businessinsider.com/thefutureofretail2014slidedecksai20143?op=1Retailers are searching for ways to encourage shoppers to return less. My Size Inc. offers an easy to use mobile technology that solves this problem.9Income Sources Projected IncomeThe Company sees four methods of producing revenue through its product:1.Fees The Company will charge sellers with a fee for every garment and clothing item purchased using its services. 13% of royalties on productsales, depending on volume, resulting from usage of the MySizeID platform2.Advertisements the Company may generate revenue by using specialized ads using its database to identify the user's exact needs.3.Second Hand Goods the Company may offer its services for private sellers of garments and clothing, such as through "ebay" and the like. In thiscase, the seller will pay a fee if the purchase was made using the Company's application.4."Offline Shopping" the Company may offer its services for clothing and fashion stores, for realtime use by their customers. The service may allowthe store to immediately offer the customer a fitting garment suitable for his size.Plan of OperationsMySize is not currently profitable and may not be able to achieve profitability in the future.Over the next 12 months MySize will remain committed to its current core business of developing products that going to change the way consumers buy clothesonline and how consumers ship products via courier services and developing of SizeUp application a tape measurement for your smartphone. In addition the Company will continue to develop a number of complimentary products.On the 26th of April 2015 the Company finished development of the measurement algorithm on 2D horizontal surface that enables to measure the distance the mobilephone is traveling without the use of any external sensors. The Company plans to patent this algorithm, but its patent has not been granted at this time. In theCompany’s Israeli patent application filed on 02/02/2015 ( A System For and a Method of Measuring a Path Length Using a Handheld Electronic Device (061917)),the term path is defined as follows:The term path may refer to a linear path i.e. a path extending substantially along one path line. The path/path line may be supported by a supporting surface of anobject. For example, the path may be supported by a body part or a plane surface.On 18 of February the company reported on a technological breakthrough that will allow for measurements to be taken using a Smartphone “in the air”, withouthaving to pass the phone directly over the surface, this ability very important for measuring a box (which is not always a straight surface) or a long wall.10Phase 1 Define requirements and priorities according to the retailers need This includes defining all the requirements of the different products – User profile ,Database, measurement wizard, My Size cloud Engine, applications , platforms, search engine and in store shopping tool.Phase 2 Pre Design Review (PDR) The purpose of the PDR is to ensure that all top level performance requirements for designs, systems and structures arecomplete and adequate. Another area to be addressed is if there are any alternate solutions that must be studied given the defined requirements.Phase 3 Critical Design Review (CDR) During the CDR the following questions will be reviewed. Are the detailed requirements for all systems complete andadequate? Will the design selected for implementation meet the defined requirements? Are interfaces to all systems defined adequately and completely? Hasadequate attention been given to the produce ability and maintainability of all systems?This phase will be together with our first retailers, to ensure that its meet their expectationsPhase 4 – implement the changes and requirements on the product according to the retailer needs – develop white label app for the retailers. Examine the retailer sizecharts and fitting the algorithmPhase 5 – Integration with our retailer including: DB, apps, mobile measurement utility and search engine.Phase 6 – QA and final testing of the integration. Simultaneously working on the other complementary products and tool such as: in store shopping etc.Phase 7 – Launching beta with more retailersPhase 8 – Releasing the products and beginning integration of the complimentary products with the retailers.The Company anticipates that the entire process will take 12 months, which is dependent upon the Company’s success in continued fund raising. Throughout theduration of the process the Company intends to define a marketing strategy and to pursue sales of their product to more retailers in the world.For each new retailer the following phases are needed:Phase 1 Define requirements and priorities according to the retailers need – user profile , registration to the service, Database, measurement wizard, My Size cloudEngine, size chart , client side (mobile app), platforms such as: iOS and Android, customization or new features according to the retailer needs.Phase 2 – Database and catalog migration in My Size server side , Examine the retailer size charts and fitting the algorithmPhase 3 from the retailer side: Embedding My Size Widget in the retailer web site , Embedding an API endpoint so the retailer can notify us about any purchasemade through the online website, Providing a means for registering to the service (a simple web form or using My Size service)Phase 4 This phase will be together with our first retailers, to ensure that it’s meet their expectations Test My Size solution on the retailer’s focus group(according to the retailer definition)Phase 5 – implement the changes and requirements on the product according to the retailer’s feedback– develop white label app for the retailers.Phase 6 – QA and final testing of the integration.Phase 7 – Launching betaPhase 8 – final release to the publicMilestones of the complimentary products will be released during Q1 of 2016. 11CompetitionMySzieID's solution is winwin solution for consumers and retailers. The Company's innovative technology is protected by 2 patentpending submissions, with athird patent application in process. MySize's products allow users to measure themselves simply by sliding a smartphone over their body, and the measurements arerecorded by the MySize App.Unlike other products claiming similar capabilities, there is no need for additional accessories (no webcam, photos, or measuring tape etc.). Users of the MySize appand their information are protected and a unique id number is provided that matches personal sizes with retailer size charts. When consumers get the right sizeproducts, retailers get fewer returns.My Size offers a unique, easy to use product that automatically and accurately determines your clothing size. MySize utilizes a patentpending measurementtechnology combined with sophisticated algorithms that does not rely on user photographs nor any additional hardware; all you need in order to buy your perfectsize is your smartphone.My Size's advantage lies in its easy to use application in recording body measurements. Using special algorithmic equations, the software is able to determine whichsizes will best fit the customer. The collection of this data, and tracking shoppers' preferences, allows for a unique shopping experience both online and in brick andmortar stores where the technology can instantly match clothes the customer likes in sizes that will fit them.As mentioned, 15% of apparel sales are done online. This is lower than other consumer goods such as media & sporting items, electronics, and furniture. The likelyreason for this is that people want to try on clothes before buying them. My Size believes its technology will reduce customer apprehensiveness by telling thecustomer what will fit when searching online for clothes.However, My Size does face competition in helping retailers increase conversation rate and reduce shipping costs. COMPETITIVE LANDSCAPENameTechnologyUser ActionProduct / ServiceTrue FitAlgorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile.●True Fit Recommendation EngineMipsoSoftware solution that matches a shopper's physicalmeasurements to each item to provides shopper withaccurate size recommendation, online and instore.Answer questions to create profile.●size recommendation toolFits.meSoftware solution based on a personal avatar;Algorithm driven engine matches manufacturer specsand data points with customer profileAnswer questions to create profile●●Virtual fitting room SizeRecommendationsUploadUses software and a webcam to scan customers andcreate a profileInstall software and use webcam tomeasures●Size advisor toolClotheshorsematchespatentpending algorithm manufacturer specs anddata points with customer profileAnswer questions to create profile aboutself and some favorite clothing●Clothes Horse sizing button on retailapparel sitesVirtusize withCompares a reference item the silhouette of thegarment they are looking to buyReference items: a previous purchase ora favorite item●garmenttogarment comparison.A customApparelproprietary Digital Bespoke Pattern makingtechnologyIn store body scan●Custom tailored clothing12Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do, and many of our competitors are well establishedin markets in which we have existing retailers or intend to locate new retailers. We may also need to evolve our concepts in order to compete with popular new retailformats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to our conceptswill not reduce our profitability.Employees and Independent ContractorsWe currently have 15 employees, (some of which are independent contractors).Development stage finished the app flow, app's core is ready as well. Starting integration with Katz's servers. Rights: For all the above mentioned products MySize is the sole owner. 13Item 1A Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in thisregistration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. Therisks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also maymaterially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition andresults of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all orpart of your investment.Risks Related to Our Company and Our BusinessChanges in economic conditions, including continuing effects from the recent recession, could materially affect our business, financial condition and results ofoperations.Because our customers are retailers, we, together with the rest of the retail industry, depend upon consumer discretionary spending. The recent recession, coupledwith high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies and reduced access to credit andreduced consumer confidence, has impacted consumers’ ability and willingness to spend discretionary dollars. Economic conditions may remain volatile and maycontinue to repress consumer confidence and discretionary spending for the near term.Damage to our reputation or lack of acceptance of our brand in existing and new markets could negatively impact our business, financial condition and results ofoperations.We believe we are building a strong reputation for the quality of our technology, and we must protect and grow the value of our brand to continue to be successfulin the future. Any incident that erodes consumer affinity for our brand could significantly reduce its value and damage our business. If guests perceive orexperience a reduction in quality, or in any way believe we failed to deliver a consistently positive experience, our brand value could suffer and our business may beadversely affected.In addition, our ability to successfully develop new retailers in new markets may be adversely affected by a lack of awareness or acceptance of our brand in thesenew markets. To the extent that we are unable to foster name recognition and affinity for our brand in new markets, our growth may be significantly delayed orimpaired.As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations. In recent years, certain ofthese states have been more negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic areas. Inaddition, given our geographic concentration, negative publicity regarding any of our retailers in these areas could have a material adverse effect on our businessand operations, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes,droughts or other natural or manmade disasters.In particular, adverse weather conditions can impact guest traffic at our retailers, and, in more severe cases, cause temporary retail closures, sometimes for prolongedperiods. Our business is subject to seasonal fluctuations, with retail sales typically higher during certain months, such as December. Adverse weather conditionsduring our most favorable months or periods may exacerbate the effect of adverse weather on guest traffic and may cause fluctuations in our operating results fromquartertoquarter within a fiscal year.14We might not be able to market our products.We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We expect to continue to conduct brandawareness programs and guest initiatives to attract and retain guests. These initiatives may not be successful, resulting in expenses incurred without the benefit ofhigher revenues. Additionally, some of our competitors have greater financial resources, which enable them to purchase significantly more advertising than we areable to purchase. Should our competitors increase spending on advertising and promotions or our advertising funds decrease for any reason, or should ouradvertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.Our business operations and future development could be significantly disrupted if we lose key members of our management team.The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers and key employees, bothindividually and as a group. Our future performance will be substantially dependent in particular on our ability to retain and motivate our Chief Executive Officer, andcertain of our other senior executive officers. We currently do not have an employment agreement in place with these officers. The loss of the services of our CEO,senior officers or other key employees could have a material adverse effect on our business and plans for future development. We have no reason to believe that wewill lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for any of these individuals due totheir experience, reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for any of our employees.Our growth may strain our infrastructure and resources, which could slow our development of new retailers and adversely affect our ability to manage ourexisting retailers.Our future growth may strain our retail management systems and resources, financial controls and information systems. Those demands on our infrastructure andresources may also adversely affect our ability to manage our existing retailers. If we fail to continue to improve our infrastructure or to manage other factorsnecessary for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline, we may be unable toreduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our profitability.Retailers have been the target of classactions and other litigation alleging, among other things, violations of federal and state law.Our customers are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In recent years, a numberof retail companies have been subject to claims by guests, employees and others regarding issues such as safety, personal injury and premises liability, employmentrelated claims, harassment, discrimination, disability and other operational issues common to the retail industry. A number of these lawsuits have resulted in thepayment of substantial damages by the defendants. We carry insurance programs with specific retention levels, for a significant portion of our risks and associatedliabilities with respect to workers’ compensation, general liability, employer’s liability, health benefits and other insurable risks. The policy is limited to $3 million.Regardless of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity,litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impactour profitability.We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured againstor that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results ofoperations. In addition, the cost of workers’ compensation insurance, general liability insurance and directors and officers’ liability insurance fluctuates based onour historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and areexpected to continue to increase. These increases, as well as recentlyenacted federal legislation requiring employers to provide specified levels of health insuranceto all employees, could have a negative impact on our profitability, and there can be no assurance that we will be able to successfully offset the effect of suchincreases with plan modifications and cost control measures, additional operating efficiencies or the passthrough of such increased costs to our guests.15We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks andother proprietary intellectual property, including our names and logos and the unique ambiance of our retailers. We plan to register a number of our trademarks. Wecannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of thetrademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brandrecognition, and could require us to devote resources to advertising and marketing new brands.If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectualproperty, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving ormaintaining market acceptance. We may also face the risk of claims that we have infringed third parties’ intellectual property rights. If third parties claim that weinfringe upon their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property infringement, even thosewithout merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, divert management’s attention and resources orrequire us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could resultin our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which couldhave a negative impact on our operating profits and harm our future prospects.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.We will rely on our computer systems and network infrastructure across our operations. Our operations depend upon our ability to protect our computer equipmentand systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and externalsecurity breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network infrastructure that causes aninterruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. Although weemploy both internal resources and external consultants to conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption andintend to maintain and upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems, there can be noassurance that these security measures will be successful.We will incur increased costs and obligations as a result of being a public company in the United StatesWe will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. We expect these rules and regulations to increaseour legal and financial compliance costs and to make some activities more time consuming and costly. We estimate that we will incur additional incremental costs peryear associated with being a publiclytraded company; however, it is possible that our actual incremental costs of being a publiclytraded company will be higherthan we currently estimate. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities.Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growthstrategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes toour internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, themeasures we take may not be sufficient to satisfy our obligations as a publicly traded company.16Federal, state and local or Israeli tax rules may adversely impact our results of operations and financial position.We are subject to federal, state and local taxes in the U.S., as well as local taxes in Israel in respect to our operations in Israel. Although we believe our tax estimatesare reasonable, if the Internal Revenue Service (“IRS”) or other taxing authority disagrees with the positions we have taken on our tax returns, we could faceadditional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a materialimpact on our results of operations and financial position. In addition, complying with new tax rules, laws or regulations could impact our financial condition, andincreases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase in our effectivetax rate could have a material impact on our financial results.We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existingstockholders.We may require additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from thefollowing sources:●cash provided by operating activities;●available cash and cash investments; and●capital raised through debt and equity offerings.Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorableterms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many ofwhich are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at allor on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition,results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we mayraise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adverselyaffect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders withrespect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute theholdings of our existing stockholders or reduce the market price of our common stock, or both.Our business is dependent upon continued market acceptance by consumers.We are substantially dependent on continued market acceptance of our products by customers, and such customers are dependent upon regulatory and legislativeforces. We cannot predict the future growth rate and size of this market.If we are able to expand our operations, we may be unable to successfully manage our future growth.Since inception, we have been planning for the expansion of our brand. Any such growth could place increased strain on our management, operational, financial andother resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical,and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas andimplement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect onour business and results of operations.Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity.From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess andquantify, and their existence and magnitude can remain unknown for significant periods of time. To date have obtained directors and officers liability (“D&O”)insurance to cover some of the risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines,and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. There can be noassurance that we will be able to continue to maintain this insurance at reasonable rates or at all, or in amounts adequate to cover such expenses should such alawsuit occur. While neither Delaware law nor our Certificate of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directorsinvolved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay toindemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on ourfinancial condition, results of operations and liquidity.17Our prior operating results may not be indicative of our future results.You should not consider prior operating results to be indicative of our future operating results. The timing and amount of future revenues will depend almostentirely on our ability to open new retailers while maintaining consistency in our existing retail. Our future operating results will depend upon many other factors,including:the level of product and price competition,our success in expanding our business network and managing our growth,the ability to hire qualified employees, andthe timing of such hiring and our ability to control costs.Requirements associated with being a reporting public company will require significant company resources and management attention.Once the registration statement is effective by the SEC, we will be subject to the reporting requirements of the Exchange Act and the other rules and regulations ofthe SEC relating to public companies. We are working with independent legal, accounting and financial advisors to identify those areas in which changes should bemade to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporategovernance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue tomake, changes in these and other areas, including our internal control over financial reporting. However, we cannot assure you that these and other measures wemay take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us, will require the time andattention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of theadditional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.Our management controls a large block of our common stock that will allow them to control us.As of the date of this prospectus, members of our management team and affiliates beneficially own approximately 11.47% of our outstanding common stock. Assuch, management owns approximately 11.47% of our voting power. As a result, management will have the ability to control substantially all matters submitted toour stockholders for approval including:a)election of our board of directors;b)removal of any of our directors;c)amendment of our Certificate of Incorporation or bylaws; andd)adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.18In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which inturn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.Any additional investors will own a minority percentage of our common stock and will have minority voting rights.Risks Related to the Common StockOur stock price is likely to be extremely volatile and our common stock is not listed on a stock exchange; as a result, stockholders may not be able to resell theirshares at or above the price paid for them.The market price of our common stock is likely to be extremely volatile and could be subject to significant fluctuations due to changes in sentiment in the marketregarding our operations or business prospects, among other factors. Further, our common stock is not currently quoted or listed for trading anywhere except theTel Aviv Stock Exchange. An active public market for our common stock does not currently exist, and even if it does someday exist, it may not be sustained.Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.Among the factors that could affect our stock price are:●industry trends and the business success of our customers;●actual or anticipated fluctuations in our quarterly financial and operating results that vary from the expectations of our management or of securitiesanalysts and investors;●our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our futureoperating results;●announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or ourcompetitors;●regulatory and legislative developments concerning our technology;●litigation;●general market conditions;●other domestic and international macroeconomic factors unrelated to our performance; and●additions or departures of key personnel.Sales by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price of our commonstock.A substantial portion of our total outstanding shares of common stock may be sold into the market at any time. While most of these shares are held by our principalstockholder, who is also an executive officer, and we believe that such holder has no current intention to sell a significant number of shares of our stock, if he wereto decide to sell large amounts of stock over a short period of time (presuming such sales were permitted, given his affiliate status) such sales could cause themarket price of our common stock to drop significantly, even if our business is doing well.Further, the market price of our common stock could decline as a result of the perception that such sales could occur. These sales, or the possibility that these salesmay occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate19Our preferred stock may have rights senior to those of our common stock which could adversely affect holders of common stock.Although no preferred stock has been issued, Delaware law, and our Certificate of Incorporation give our Board of Directors the authority to issue additional seriesof preferred stock without a vote or action by our stockholders. The Board also has the authority to determine the terms of preferred stock, including price,preferences and voting rights. The rights granted to holders of preferred stock in the future may adversely affect the rights of holders of our common stock. Anysuch authorized class of preferred stock may have a liquidation preference – a preset distribution in the event of a liquidation – that would reduce the amountavailable for distribution to holders of common stock or superior dividend rights that would reduce the amount of dividends that could be distributed to commonstockholders. In addition, an authorized class of preferred stock may have voting rights that are superior to the voting right of the holders of our common stock.Currently the Company has no issued or outstanding preferred stock.We are an smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stockmay be less attractive to investors.We are a smaller reporting company, (i.e. a company with less than $75 million of its voting equity held by affiliates). , and we are eligible to take advantage of certainexemptions from various reporting requirements applicable to other public companies We have elected to adopt these reduced disclosure requirements. We cannotpredict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock lessattractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. There is currently noactive market for our common stock.We do not expect to pay any cash dividends in the foreseeable future.We intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends onour common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, you may need to sellyour shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.We can sell additional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would result indilution of stockholders’ interests in MY SIZE, INC. and could depress our stock price.Our Certificate of Incorporation authorizes 50,000,000 shares of common stock, of which 15,313,793 are currently outstanding, and our Board of Directors isauthorized to issue additional shares of our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgmentto fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additionalshares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existingstockholders, which could also have a material effect on the market value of the shares.Further, our shares do not have preemptive rights, which means we can sell shares of our common stock to other persons without offering purchasers in thisoffering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest inour Company.20CAUTIONARY NOTE ON FORWARDLOOKING STATEMENTSThis Form 10K contains certain forward looking statements as defined by federal securities laws. For this purpose, forward looking statements are any statementscontained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”,“should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Theforward looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the“bespeaks caution” doctrine. Such forwardlooking statements include, but are not limited to:statements regarding our anticipated financial and operating results, including anticipated sources of revenueswhen we expect to begin to receive revenues with respect to services we provide and anticipated;when we expect to begin to receive revenues with respect to services we provide and anticipatedstatement regarding anticipated future sources of revenues;statement regarding management’s expectation with respect to future acquisitions producing more significant revenues during the in the future;statements regarding our goals, intensions, plans and expectations, including the introduction of new products and markets and locations we intend totarget in the future;statements regarding the anticipated timing and impact of our pending acquisitions;statement regarding our expectation with respect to the potential issuance of stock or shares in connectionwith our acquisitions or in connection with providing services to client companies.; andstatement with respect to having adequate liquidity.The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements:changes in the pace of environmental legislation;other regulatory developments that could limit the market for our products and services;our ability to successfully integrate acquired entities;competitive developments, including the possibility of new entrants into our primary market;the loss of key personnel; andother risks discussed in this document.All forwardlooking statements in this document are based on information currently available to us as of the date of this Form 10 and we assume no obligation toupdate any forwardlooking statements other than as required by law.Item 1B Unresolved Staff CommentsNoneItem 2 PropertiesThe company currently leases 2,454 square feet of office space at 3 Anava Street, Airport City, Israel at a cost of 27,000 NIS monthly. The lease began in January of2015 and extends for a period of two years.21Item 3 Legal Proceedings1. On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors, Mrs.Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the members of the Board ofDirectors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Company violated its obligation to registerthe shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks relief against the defendants through financialcompensation at the rate of the aforementioned alleged damage; additional compensation of 400,000 NIS due to mental anguish; and if and to the extentthat until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "the exercise date "), the rate of a Company share will rise above theamount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at the rate of the difference between the base rate and the highest rate of aCompany share between the time the claim was submitted and the exercise date; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend. 2. On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance with the loanagreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additional amount of NIS 100thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on the Company. In addition, the agreementwas for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company with US $ 0.001 par valueeach, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, the loan was to be repaid one year after the dateof the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS 200 thousand, whichwas granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of the debt, which as of the date of filing of the claimwas NIS 258 thousand. The company denies the allegations stated in the request and is reviewing the possibilities, including the filing of reply to the court inaccordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.3. On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlying theMetamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that have been filed by it inthe United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing was scheduled for January 11, 2016.At this stage management cannot estimate the possible result of the claim.4. On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4 million USDollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder (who is not the currentcontrolling shareholder of the Company) of an allotment agreement between the Company and its previous controlling shareholder and shareholders ofMetamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, in January 2013, the entire share capital ofMetamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which were raised in said letter andthat in any event all such allegations were denied by it. The Company did not make an allowance in the reports in connection with said demand.22From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than described herein, weare not involved in, or the subject of, any pending legal proceedings or governmental actions the outcome of which, in management’s opinion, would be material toour financial condition or results of operations.Item 4 Mine Safety DisclosuresNot applicable.Item 5 Market For Common Stock, Dividend Policy Related Stockholder MattersThe Registrant’s Common Stock is not currently listed on any US stock exchange, nor is the Registrant’s Common Stock currently traded anywhere in the UnitedStates, including the OvertheCounterMarket. The Registrant has not paid Dividends and has no plans to pay Dividends.Common stock is not currently quoted anywhere in the United States. Our stock currently is listed on the Tel Aviv Stock Exchange because MySize is based inIsrael. Despite that fact, MY SIZE, INC. is a Delaware Corporation, and a US domestic issuer and its listing on the Tel Aviv Stock Exchange does not allow for readyaccess to trading by US investors.On November 19th 2015 MySize engaged the services of ZAI Corporate Finance LTD, a London based company to assist MySize to be listed on the AIM exchange.The company expects to be listed on the AIM by the second quarter of 2016.The following table shows the low and high share price on the Tel Aviv Stock Exchange for the last trading day of each month for the two year period of January2015 to December 2015.MonthLow for the lasttrading Day(NIS)High for thelast tradingDay (NIS)Dec1517.2218.88Nov1519.2119.76Oct1516.6517.35Sep1517.0217.89Aug1516.5017.49Jul1518.4019.50Jun1512.3213.00May1512.6013.05Apr158.509.27Mar158.508.50Feb156.997.00Jan154.915.10We have outstanding warrants and options which could be exercised into shares of our common stock. The following table shows all options currently issued:Option holder's nameOptions HeldAmount ofOptionsExercisable IntoSharesExercise priceYuval Weinstock (Held by SGS Trusts)3,0663,0660.15 NIS per shareErez Morag100,000100,0001.60 NIS per shareJudith Halioua50,00050,0002.00 NIS per shareDavid Yahalomi85,71485,71418NIS per shareDavid Nadav28,57128,57118NIS per shareKfir Tamam142,857142,85718NIS per shareNorth Empire285,714285,71418NIS per shareProlific Group571,429571,42918NIS per share*Ofer Vanunu357,142357,14218NIS per share*David Van172,285172,28518NIS per share*Joseph Shema15,00015,00018NIS per share*Amir Tsabab7,0007,00018NIS per share*Shay Sabag20,00020,00018NIS per share*Northern Empire414,285414,28518NIS per shareKfir Zilberman35,71435,714$4.50 per share*as of the date of the filing of this form 10k the grant of these warrants is still subject to the approval of the Israeli Stock AuthorityWe currently have no trading symbol or “ticker.” The trading price of our common stock might be extremely volatile. Further, the stock market has from time to timeexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations mayadversely affect the market price of our common stock. For additional information, see “Risk Factors” above.23We currently only have one class of stock. There are also outstanding securities convertible into shares of our common stock, such as warrants and optionsoutstanding that are exercisable for shares of our common stock.As of December 31, 2015 we have 898 shareholders. We have 100 shareholders of record. One of the shareholders of record is the Registration Company of BankHapoalim Ltd. which holds an aggregate of 8,709,421 common shares of the Company. The Registration Company of Bank Hapoalim Ltd. is the Israeli transfer agentwhich holds all the shares which are traded on the TelAviv Stock Exchange (similar in that effect to the DTC system in the US). As of December 31, 2015 it holdsthese shares for 798 beneficial shareholders.We have never declared or paid cash dividends on our common stock. We anticipate that in the future we will retain any earnings for operation of our business.Accordingly, we do not anticipate declaring or paying any cash dividends in the foreseeable future.We currently have no equity compensation plans. However, we may have to issue additional shares of common stock in the future in connection with futureacquisitions.DESCRIPTION OF CAPITAL STOCKThe following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by ourCertificate of Incorporation and Bylaws, and by the applicable provisions of Delaware law.Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, of which 15,313,793 shares are issued and outstanding as ofthe date hereof.Common StockThe Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock. Each share of our commonstock is entitled to share pro rata in dividends and distributions with respect to our common stock when, as and if declared by the Board of Directors from fundslegally available therefore. No holder of any shares of common stock has any preemptive right to subscribe for any of our securities. Upon our dissolution,liquidation or winding up, the assets will be divided pro rata on a shareforshare basis among holders of the shares of common stock after any required distributionto the holders of preferred stock, if any. All shares of common stock outstanding are fully paid and nonassessable. VStock Transfer currently serves as theCompany’s transfer agent for the common stock.Voting RightsHolders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except asotherwise required by law or except as provided with respect to any series of preferred stock, the holders of the shares possess all voting power. The holders ofshares of our common stock do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of morethan 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors.Liquidation RightsSubject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available fordistribution to our stockholders in the event of our liquidation, dissolution or winding up. (The Company currently has no shares of preferred stock issued andoutstanding.)Absence of Other RightsHolders of common stock have no preferential, preemptive, conversion or exchange rights.24AntiTakeover Provisions of Our Certificate of Incorporation and Bylaws and Delaware LawGeneralA number of provisions of our Certificate of Incorporation and Bylaws and Delaware Law deal with matters of corporate governance and certain rights ofstockholders. Reference should be made to our Certificate of Incorporation and Bylaws as certain provisions thereof might be deemed to have a potential “antitakeover” effect.Dividend PolicyWe have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declarationor payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results ofoperations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or paydividendsHoldersAs of December 31, 2015, there were 15,313,793 shares of common stock issued and outstanding. Equity Compensation PlansWe do not have any equity compensation plans. DateSecurityTotalInvestmentAmountAmount of SharesShare priceDetailsFeb. 2014Common Stock$212,000*7,436,273$ 0.03 (0.10 NIS) PerShareEquity investment from 9 investorsFeb. 2014Common Stock$98,0003,457,800$ 0.03 (0.10 NIS) Per ShareDebt conversion.Jul. 2014Common Stock$1,274,000*2,601,2502,156,250 Shares at $0.47 (1.6 NIS) PerShareand445,000 Shares at $0.59 (2 NIS) PerShareEquity investment from 28 investorsRecent Sales of Unregistered Securities Jul. 2014Common Stock$83,000190,625$ 0.44 (1.6 NIS) Per ShareDebt conversionApr. 2015Convertible Loanand Warrants**$4,025,000Convertible into1,150,055 Shares and 1,150,055warrantsConvertible Loan convertible into1,150,055 Shares at a conversion price of$3.5 per share. and 1,150,055 Warrantsto Common stock with an exercise price of18NIS per share.Aggregate amount of $4,025,000 from 6InvestorsJan.Feb 2016Convertible Loanand Warrants(**)(***)Convertible into985,712 Shares and985,712 warrants(**)(***)Convertible Loan convertible into 985,712Shares at a conversion price of $3.5 pershare. and 985,712 Warrants to Commonstock with an exercise price 18NIS pershare.Aggregate amount of $3,450,000 from 6investors* Proceeds from stock issued to investors are presented in the Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) net of $65,000 issuancecosts.** In the event that the Company becomes listed on a national securities exchange in the United States the outstanding amount of the notes shall be deemed tohave been converted automatically into common stock of the Company.*** as of the date of the filing of this form 10k the grant of these convertible notes and warrant is still subject to the approval of the Israeli Stock Authority****All of the securities referenced were sold only to Non US Persons in reliance on the exemption from registration contained in Regulation S.25Indemnification of Officers and DirectorsSection 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to thecorporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to actin good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation ofDelaware corporate law or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation provides that none of our directors will bepersonally liable to us or our stockholders for monetary damages for or with respect to any acts or omissions in the performance of such person’s duties as adirector, except to the extent required by law.Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at therequest of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which hewas or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personacted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification willbe made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that theCourt of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.The Certificate of Incorporation provides that we may indemnify, and advance expenses to, our directors and officers with respect to certain liabilities, expenses andother accounts imposed upon them because of having been a director or officer.26Item 6 Selected Financial DataThe following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. You should read the following selectedconsolidated financial data in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere in this RegistrationStatement on Form 10 and “—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Year endedDecember 31,20152014USD inthousandsOperating expenses:Research and development30178Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss(3,437)(468)Other comprehensive loss :Loss on available for sale securities(69)Adjustments arising from translating financial statements from functional currency to presentation currency15(79)Total comprehensive loss(3,491)(547)Net basic and diluted income (loss) per share (Note 12):Basic and diluted loss per share0.220.04Weighted average number of common stock used in computing basic and diluted net loss per share15,313,79312,292,72327December 31,20152014USD in thousandsStatement of financial positionCash and cash equivalents919645Restricted cash62Other accounts receivable124110Investment in marketable securities1,808Put Options – DIMN shares764Property and equipment, net6124Total assets3,738779Shortterm convertible loans3,47072Accounts payable141186Other accounts payables526Derivative liabilities embedded conversion options1,239Warrants to purchase Common stock1,44937Total liabilities6,351301Total shareholders’ equity (deficiency)(2,613)47828Item 7 Management Discussion and Analysis of Financial Conditions and Result of OperationsYou should read the following discussion along with our financial statements and the related notes included in this prospectus. The following discussioncontains forwardlooking statements that are subject to risks, uncertainties and assumptions, including those discussed under “Risk Factors.”. Our actualresults, performance and achievements may differ materially from those expressed in, or implied by, these forwardlooking statements. See “Special Note AboutForwardLooking Statements.” We have prepared our financial statements in accordance with U.S. generally accepted accounting principles issued by the FASB,as issued by the IASB.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Research and Development ExpensesOur research and development expenses for the year ended December 31, 2015 amounted to USD 301K compared to USD 78K for the year ended December 31, 2014.The increase primarily results from continuing subcontractors expenses.Marketing, General and Administrative ExpensesOur marketing, general and administrative expenses for the year ended December 31, 2015 amounted to USD 1,594K compared to USD 586K for the year endedDecember 31, 2014. The increase primarily results from subcontractors expenses and share base compensation resulting from the issuance of stock option grants tonew consultant of our company.Financial Expenses, netOur financial expenses for the year ended December 31, 2015 amounted to USD 1,542K compared to USD 9K for the year ended December 31, 2014. The increaseprimarily results from revaluation of the new loans from the investors and the warrants.Net LossAs a result of the foregoing research and development, marketing general and administrative expenses, and as we have not yet generated revenues since ourinception, our net loss for the year ended December 31, 2015 was USD 3,437K, compared to our net loss for the year ended December 31, 2014 of USD 468K. The netloss in 2015 compared to 2014 primarily resulted from our new operating activity which is focused on development of My Size products and marketing activities asdescribed above. Liquidity and Capital ResourcesSince our inception, we have funded our operations primarily through private offerings of our equity securities in Israel.As of December 31, 2015, we had cash and cash equivalents of USD 919K as compared to USD 645K as of December 31, 2014. This increase is due primarily from theprivate offering offset by our operating expenses for the period.Net cash used in operating activities was USD 1,439K for the year ended December 31, 2015, compared with net cash used in operating activities of USD 733K forthe year ended December 31, 2014.Net cash used in investing activities for the year ended December 31, 2015, was USD 47K compared with net cash used in operating activities of USD 25K for theyear ended December 31, 2014 and primarily reflects purchase of property and equipment.We had positive cash flow from financing activities of USD 1,763K for the year ended December 31, 2015 as compared to positive cash flow of USD 1,507K for theyear ended December 31, 2014. The cash flow from financing activities for the year ended December 31, 2015 was due to stock and proceeds from convertible notesand issuance of warrants. The cash flow from financing activities for the year ended December 31, 2014 was due to issuance of common stock and proceeds fromconvertible note.29Application of Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared inaccordance with U.S. generally accepted accounting principles issued by the FASB. The preparation of these financial statements requires us to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this prospectus, we believe thatthe accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate tothe more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to makeassumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2)changes in the estimate could have a material impact on our financial condition or results of operations.Research and development expensesResearch expenses are recognized as expenses when incurred. Costs incurred on development projects are recognized as intangible assets as of the date as of whichit can be established that it is probable that future economic benefits attributable to the asset will flow to us considering its commercial feasibility. This is generallythe case when regulatory approval for commercialization is achieved and costs can be measured reliably. Given the current stage of the development of ourproducts, no development expenditures have yet been capitalized. Intellectual propertyrelated costs for patents are part of the expenditure for the research anddevelopment projects. Therefore, registration costs for patents are expensed when incurred as long as the research and development project concerned does notmeet the criteria for capitalization.Equitybased compensation The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") which requires companiesto estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value of the portion of the award that is ultimatelyexpected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of operations.30The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisite service period of each ofthe awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actualforfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. TheBinomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. Thesuboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stockoptions.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses simplified methoduntil sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based on the yield from Israel treasury zerocouponbonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.If any of the assumptions used in the binomial model change significantly, equitybased compensation for future awards may differ materially compared with theawards granted previously. Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, the Company measures andrecognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal tothe intrinsic value of the feature to additional paidincapital. The intrinsic value of the feature is calculated on the commitment date using the conversion price. Thisintrinsic value is limited to the portion of the proceeds allocated to the convertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Smaller reporting companies are not required to provide the information required by this item.31Item 8 Financial Statements and Supplementary DataMY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2015U.S. DOLLARS IN THOUSANDSINDEXPageReport of Independent Registered Public Accounting FirmF2Consolidated Balance SheetsF3Consolidated Statements of Comprehensive LossF4Consolidated Statements of Stockholders' Equity (Deficiency)F5Consolidated Statements of Cash FlowsF6Notes to Consolidated Financial StatementsF7 F24 F1Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholdersof My Size Inc.:We have audited the accompanying balance sheets of My Size Inc. as of December 31, 2015 and 2014, and the related statements of comprehensive loss,stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility isto express an opinion on these financial statements based on our audit.We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Size Inc. as of December 31, 2015 and2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financialstatements, the Company continues to incur losses and negative cash flows from operating activities. These and other factors raise substantial doubt about theCompany’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financialstatements do not include any adjustments that might result from the outcome of this uncertainty.Respectfully submitted,/s/ Weinberg & Baer LLCWeinberg & Baer LLCBaltimore, MarylandMarch 1, 2016F2MY SIZE INC. AND ITS SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share data)December 31,20152014ASSETSCURRENT ASSETS:Cash and cash equivalents$919$645Other receivables and prepaid expenses (Note 3)124110Investment in marketable securities1,808Put Options – DIMN shares764Restricted cash62Total current assets3,677755PROPERTY AND EQUIPMENT, NET (Note 4)6124Total assets$3,738$779LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIES:Shortterm convertible loans (Note 8)$3,470$72Accounts payable (Note 5)141186Other accounts payables526Derivative liabilities embedded conversion options (Note 8)1,239Warrants to purchase common stock (Note 8)1,44937Total current liabilities6,351301COMMITMENT AND CONTINGENT (Note 9)STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 7):Stock capital Common stock of $ 0.001 par value Authorized: 50,000,000 shares; Issued and outstanding: 15,313,7931515Additional paidin capital4,8534,455Available for sale reserve(67)Accumulated other comprehensive loss(104)(119)Accumulated deficit(7,310)(3,873)Total stockholders' equity (deficiency)(2,613)478Total liabilities and stockholders' equity (deficiency)$3,738$779The accompanying notes are an integral part of the consolidated financial statements.F3MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands (except share data and per share data)Year endedDecember 31,20152014Operating expenses:Research and development$301$78Marketing, General and administrative1,594586Total operating expenses1,895664Operating loss(1,895)(664)Financial expense, net(1,542)(9)Other income205Net loss$(3,437)$(468)Other comprehensive income (loss):Loss on available for sale securities(69)Foreign currency translation differences15(79)Total comprehensive loss(3,491)(547)Basic and diluted loss per share0.220.04Basic and diluted weighted average number shares outstanding15,313,79312,292,723The accompanying notes are an integral part of the consolidated financial statements.F4MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)U.S. dollars in thousands (except share data)Common stockAdditionalpaidinAvailable forAccumulatedothercomprehensiveAccumulatedTotalstockholders'equityNumberAmountcapitalsale reserveincome (loss)Deficit(deficiency)Balance as of January 1, 20141,627,84522,554(40)(3,405)(889)Issuance of Common stock, net of $65 issuancecosts10,037,523101,4111,421Conversion of debt to Common stock3,648,4253178181Issuance of capital note22Waiver of related parties debt*)253253Stockbased compensation related to optionsgranted to consultants5757Total comprehensive loss(79)(468)(547)Balance as of December 31, 201415,313,793$15$4,455$(119)$(3,873)$478Stockbased compensation related to optionsgranted to consultants398398Total comprehensive loss(67)15(3,437)(3,489)Balance as of December 31, 201515,313,793$15$4,853(67)$(104)$(7,310)$(2,613)The accompanying notes are an integral part of the consolidated financial statements.F5MY SIZE INC. AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousandsYear endedDecember 31,20152014Cash flows from operating activities:Net loss$(3,437)$(468)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation81Accrued interest on loans6Valuation of warrants and derivatives1,5731Stock based compensation39857Waiver of accounts payable debt(205)Decrease (increase) in other receivables and prepaid expenses17(25)Decrease in accounts payable(44)(106)Increase in other accounts payable466Net cash used in operating activities(1,439)(733)Cash flows from investing activities:Purchase of property and equipment(47)(25)Net cash used in investing activities(47)(25)Cash flows from financing activities:Issuance of Common stock, net1,421Issuance of capital note2Proceeds from convertible loan and warrants1,888Proceeds from convertible note84Repayment of convertible loan(125)Net cash provided by financing activities1,7631,507Effect of exchange rate changes on cash and cash equivalents(3)(108)Increase in cash and cash equivalents274641Cash and cash equivalents at the beginning of the period6454Cash and cash equivalents at the end of the period$919$645Non cash activities:Marketable securities acquired with convertible debt$2,120$Conversation of related party debt to capital$$94Conversation of loan to capital$$87Waiver of related parties debt$$253The accompanying notes are an integral part of the consolidated financial statements.F6MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERALa.My Size Inc. (the "Company"), was incorporated and commenced operations in September 1999, as Topspin Medical Inc. ("Topspin"), a privatecompany registered in the State of Delaware, U.S. Topspin was engaged, through its Israeli subsidiary, in research and development in the fieldof cardiology and urology.During 2008, in light of the Company's cash flow situation, the Company discontinued its above operations and soon after dismissed all of itsemployees.During 2011, the Company acquired all of the outstanding stock of Metamorefix Ltd. ("Metamorefix"), a privatelyheld company incorporatedon January 31, 2007, and engaged in developing solutions for tissue restoration, particularly skin tissue restoration, for no consideration.In January 2013, the Company sold its subsidiary, Metamorefix, for consideration of $ 180 in cash (net of $ 30 transaction costs) and futureroyalties of 5% from Metamorfix product sales for a period of 7 years. In addition, the Company waived a loan in the amount of $ 208 (NIS 803thousand) given to Metamorfix during 2012. The Company recorded a gain of $ 317 in the year ended December 31, 2013 as result of this sale.Following the sale, Metamorefix's results of operations and statement of financial position balances are disclosed as a discontinued operation,including the resulting gain from the sale.From September 1, 2005 the Company is traded on the Tel Aviv Stock Exchange.In December 2013, the Company changed its name from Topspin Medical Inc. to Knowledgetree Ventures Inc. and on February 16, 2014 theCompany changed its name to My Size Inc.In February 2014, the Company established a whollyowned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, engaged inthe development of the Venture described below.b.On January 9, 2014, the Company's General Meeting approved an engagement with one of the Company’s investors (the "Seller") for thepurchase of rights in a Venture. The Venture is a development of an application which assists the consumer to accurately take themeasurements of his own body using a mobile device in order to fit clothing in the best way possible without the need to try them on.In return for purchasing the Venture, the Company shall undertake to pay the Seller 18% of the Company’s operating profit, direct or indirect,connected to the Venture for a period of 7 years starting from the end of the Ventures development period. As part of the agreement, the Sellerreceived an option to buy back the Venture, for consideration which will reflect the market fair value at that time, on the occurrence of thefollowing events: a) If a motion has been filed to liquidate the Company; b) If 7 years after signing the agreement, the Company’s totalaccumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than 3.6 million NIS.F7MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 1: GENERAL (Cont.)In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuationconsultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the companyto determine the identity of the consultant. In the absence of agreement on the identity of the consultant, the consultant shall be appointed bythe president of the Institute of Certified Public Accountants in Israel. If one of the parties appeals against the valuation, with the company'sdecision to appeal being made by the audit committee of the company, the parties shall approach another agreed upon consultant from one ofthe four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the consultants' fees and all theexpenses of the valuation equally.c.During the year ended December 31, 2015, the Company continues to incur losses and negative cash flows from operating activities amountingto $ 3,437 and $ 1, 439, respectively. These conditions raise substantial doubts about the Company’s ability to continue as a going concern.The Company’s ability to continue to operate is dependent upon raising additional funds to finance its activities. The Company plans to raisecapital to finance its operations. There are no assurances, however' that the Company will be successful in obtaining an adequate level offinancing needed for the longterm development and commercialization of its products. The consolidated financial statements do not includeany adjustment with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should theCompany be unable to continue as a going concern.d.The Company operates in one reportable segment and all of its longlived assets are located in Israel.NOTE 2: SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.GAAP").a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The presentation currency of the financial statements is the U.S. dollar.F8MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The majority of the Company and its subsidiaries expenses are denominated in New Israeli Shekel ("NIS"). Therefore, the Company'smanagement believes that the currency of the primary economic environment in which the operations of the Company and its subsidiaries areconducted is the NIS and thus its functional currency. The financial statements are translated as follows:1.Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of thereporting period.2.Income and expenses for each period included in profit or loss (including comparative data) are translated at average exchange rates forthe relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at thedate of the transactions.3.Stock capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence.4.Retained earnings are translated based on the opening balance translated at the exchange rate at that date and other relevanttransactions (such as dividend) during the period are translated as described in 2) and 3) above.5.All resulting translation adjustments are recognized as a separate component of accumulated other comprehensive loss in equity.c.Principles of consolidation:The consolidated financial statements include the accounts of the Company and its whollyowned subsidiaries. All intercompany balances andtransactions have been eliminated upon consolidation.d.Cash equivalents:Cash equivalents are shortterm highly liquid investments that are readily convertible to cash with original maturities of three months or less atthe date acquired.e.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straightline method over theestimated useful lives of the assets, at the following annual rates:%Computers and peripheral equipment33Office furniture and equipment7Leasehold improvementsOver the term of the lease or theuseful life of the improvements,whichever is shorterf.Impairment of longlived assets:The Company's property and equipment are reviewed for impairment in accordance with ASC 360, "Property Plant and Equipment", wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be heldand used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated bythe assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less selling costs. During the periods ended December 31, 2015 and 2014, no impairment losses have been identified.F9MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)g.Severance pay:The Company's liability for severance pay is covered by Section 14 of the Severance Pay Law ("Section 14"). Under Section 14, employees areentitled to have monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf to their insurance funds. Payments inaccordance with Section 14 release the Company from the liability for any future severance payments in respect of those employees. As aresult, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are notrecorded as an asset in the Company's balance sheet. These contributions for compensation represent defined contribution plans.h.Research and development costs:Research and development costs are charged to the statement of operations, as incurred.i.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This Statement prescribes the use of the liabilitymethod whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and taxbases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected toreverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As ofDecember 31, 2015 and 2014, a full valuation allowance was provided by the Company.The Company implements a twostep approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax positiontaken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, onan evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigationprocesses. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realizedupon ultimate settlement. The Company believes that its tax positions are all highly certain of being upheld upon examination. As such, as ofDecember 31, 2015 and 2014 the Company has not recorded a liability for uncertain tax positions.j.Accounting for stockbased compensation:The Company accounts for stockbased compensation in accordance with ASC 718, "CompensationStock Compensation" ("ASC 718") whichrequires companies to estimate the fair value of equitybased payment awards on the date of grant using an optionpricing model. The value ofthe portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company'sconsolidated statements of operations.F10MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company recognizes compensation expenses for the value of its awards granted based on the accelerated method over the requisiteservice period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised,if necessary, in subsequent periods if actual forfeitures differ from those estimates.The Company selected the Binomial option pricing model ("the Binomial model") as the most appropriate fair value method for its stockoptions awards. The Binomial model requires a number of assumptions, of which the most significant are the suboptimal exercise factor andexpected stock price volatility. The suboptimal exercise factor is estimated based on employees' historical option exercise behavior.The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options.The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative ofexpected future trends.The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesThe expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently usesa simplified method until sufficient historical exercise data will support using expected life assumptions. The riskfree interest rate is based onthe yield from Israel treasury zerocoupon bonds with an equivalent term.The Company has historically not paid dividends and has no foreseeable plans to pay dividends.The Company applies ASC 50550, "EquityBased Payments to NonEmployees" with respect to options and warrants issued to nonemployees.k.Fair value of financial instruments:ASC 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received to sell an asset or paid to transfera liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fairvalue that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputsbe used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based onmarket data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptionsabout the assumptions market participants would use in pricing the asset or liability developed based on the best information available in thecircumstances.The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value.As a basis for considering such assumptions, ASC 820 establishes a threetier value hierarchy, which prioritizes the inputs used in thevaluation methodologies in measuring fair value:Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuationadjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that arereadily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.F11MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable,either directly or indirectly.Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.The carrying amounts of cash and cash equivalents, other accounts receivable, shortterm loan, accounts payable and other accounts payableapproximate their fair value due to the shortterm maturities of such instruments.The Company holds shares in a publiclytraded company which are classified as availableforsale equity securities. The marketable securitieshave readily determinable fair market values and ranked as Level 1 assets. At December 31, 2015, gross unrecognized loss and fair value (basedon quoted market prices) of these securities were $69 and $1,808, respectively.l.Convertible promissory notes:The Company applies ASC 47020, "Debt with Conversion and Other Options" ("ASC 47020"). Under the guidelines of ASC 47020, theCompany measures and recognizes the beneficial conversion feature on the commitment date. The beneficial conversion feature is measuredby allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paidincapital. The intrinsic value of the featureis calculated on the commitment date using the conversion price. This intrinsic value is limited to the portion of the proceeds allocated to theconvertible debt.The Company applied ASC 47020 and ASC 815 to the Convertible promissory notes (see Note 4a).m.Basic and diluted net income (loss) per share:Basic net income (loss) per share is computed based on the weighted average number of Common stock outstanding during each year. Dilutednet income per share is computed based on the weighted average number of Common stock outstanding during each year plus dilutivepotential equivalent Common stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share". For the yearsended December 31, 2015 and 2014 all outstanding options and warrants have been excluded from the calculation of the diluted net loss pershare since their effect was antidilutive.n.Concentrations of credit risk:Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash andcash equivalents.Cash and cash equivalents are invested in major banks in Israel. Such deposits in Israel may be in excess of insured limits and are not insuredin other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound and,accordingly, minimal credit risk exists with respect to these investments.The Company and its subsidiaries have no offbalancesheet concentration of credit risk such as foreign exchange contracts, option contractsor other foreign hedging arrangements.F12MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Impact of recently issued accounting standard not yet adopted:In August 2014, the FASB issued Accounting Standards Update No. 201415, "Presentation of Financial Statements Going Concern (Subtopic20540): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 201415"). ASU 201415 requiresmanagement to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity'sability to continue as a going concern for a period of one year after the date that the financial statements are issued. If such conditions orevents exist, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern for a period ofone year after the date that the financial statements are issued. Disclosure should include the principal conditions or events that raisesubstantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet itsobligations, and management's plans that are intended to mitigate those conditions or events. ASU 201415 will be effective for the annualperiod ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted.p.Legal costs associated with loss contingencies.Legal costs associated with loss contingencies are expensed as incurred.F13MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 3: OTHER ACCOUNTS RECEIVABLEDecember 31,20152014Prepaid expenses and deferred cost$8$82Checks90Government authorities2628$124$110NOTE 4: PROPERTY AND EQUIPMENT, NETDecember 31,20152014Cost:Computers and peripheral equipment$43$5Office furniture and equipment135Leasehold improvements15157125Accumulated depreciation:Computers and peripheral equipment7*)Office furniture and equipment1*)Leasehold improvements2*)101Depreciated cost$61$24*) Represent an amount less than $1.NOTE 5: RELATED PARTIES PAYABLESThe following related party payables are included in accounts payable.December 31,20152014Directors$44$50F14MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 6: TAXES ON INCOMEa.As of December 31, 2015, the U.S. Company had federal and state net operating carry forward tax losses of approximately $ 13,000. The federaloperating loss can be offset against taxable income for 20 years. Utilization of the U.S. net operating losses may be subject to substantiallimitations due to the change of ownership provisions of the Internal Revenue Code of 1986.b.Foreign tax:1.Tax rates:The Israeli corporate tax rate was 25% in 2013 and 26.5% in 2014 and 2015.On January 5, 2016, the Israel Knesset plenum approved the bill to amend the Income Tax, which provided, among other things,lowering the corporate tax rate by 1.5%. The corporate tax rate will be 25% beginning in 2016 and thereafter.2.The Company’s subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes ofapproximately $ 40,000 as of December 31, 2015, which may be carryforward to offset against future income for an indefinite period oftime.3.The Subsidiaries have final tax assessments through 2009.c.Deferred income taxes:Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialpurposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows:December 31,20152014Deferred tax assets:Carry forward tax losses$14,835$15,535Temporary differences14Deferred tax assets before valuation allowance14,83515,549Valuation allowance(14,835)(15,549)Net deferred tax asset$$In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of thedeferred tax assets will not be realized.The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded afull valuation allowance at December 31, 2015 and 2014.d.The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances inrespect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferredtaxes.F15MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY)a.Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the rightto receive dividends if declared.b.On February 13, 2014, the Company effected a private placement and issued 10,894,073 Common stock for a total consideration of $ 310 (NIS1,089 thousand) as part of a private offering (including the conversion of convertible debt in the amount of $98 to 3,457,800 shares).c.On July 16, 2014, the Company effected a private placement to 23 different recipients, and issued to 18 recipients a total of 2,346,875 Commonstock at a price per share of 1.6 NIS and 445,000 Common stock to 5 recipients at a price per share of 2 NIS for a total consideration of $ 1,357(NIS 4,640 thousand) (including the conversion of convertible loans in the amount of $ 83 to 190,625 shares).d.On August 12, 2014, the Company issued a capital note to one of its investors in an amount of $ 2 (NIS 8 thousand). The capital note does notbear any interest or linkage and is not convertible into Company’s stock. The capital note will be repaid only upon the Company’s liquidation.e.Option issued to nonemployeesThe Company's outstanding options granted to consultants as of December 31, 2015 and 2014 are as follows:Issuance dateOptions forCommonstockWeighted Average exercisepriceper shareOptionsexercisableExpiration dateApril 20123,066NIS 0.153,066April 2022September 2014100,000NIS 1.650,000September 2020September 201450,000NIS 225,000September 2020Total153,066NIS 1.3378,066The Company uses the Binomial model to measure the fair value of the stock options with the assistant of a third party valuation.F16MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 7: STOCKHOLDERS' EQUITY (DEFICIENCY) (Cont.)The fair value of the Company's stock options granted to nonemployees was calculated using the following weighted average assumptions: Year endedDecember 31,Year endedDecember 31,20142015Dividend yield0%0%Expected volatility80%62%Riskfree interest1.88%1.34%Contractual term of up to (years)66Suboptimal exercise multiple317.72g.Stockbased compensation:The stock based expense recognized in the financial statements for services received from employees and nonemployees is shown in thefollowing table:Year endedDecember 31,20152014Marketing$400$57General and administrative$400$57NOTE 8: CAPITAL INVESTMENTSa.Between February and March, 2015 the Company signed convertible loan agreements with new investors for total consideration of $ 2,025. Theconvertible loans do not bear any interest and are for a period of 8 months. During the convertible loan agreement period the new investors canconvert the loan amounts to 578,570 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at theinvestor’s discretion. In the event that the Company becomes listed on a national securities exchange in the United States the outstandingamount of the notes shall be deemed to have been converted automatically into common stock of the Company.As part of the convertible loan agreements the Company granted the new investors 578,570 warrants to common stock with an exercise price of$ 4.50 per share. The warrants are exercisable for two years from the date issued.The loans and warrants are accounted for as three different componentsWarrants for common stock – are measured at fair value. Changes in fair value are recorded in the statement of income and loss.F17MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrants using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value289693Strike Price4.504.50Dividend Yield %Expected volatility79%80%64%67%Risk free rate0.39%0.41%0.7%Expected term1.50.91.03Stock Price2.292.694.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loans were $374.Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value114594Strike Price3.503.50Dividend Yield %Expected volatility57%61%55%Risk free rate16%17%0.1%0.2%Expected term0.670.040.19Stock Price3.894.364.54Early exercise ratiob.On April 15, 2015 the Company signed an additional convertible loan agreement with a new investor for total consideration of $ 2,000. Theconsideration was given in the form of stock of Diamante Minerals, Inc. (DIMN) which is publicly traded on the OTC. The convertible loandoes not bear any interest and is for a period of 8 months. During the convertible loan agreement period the new investor can convert the loanamount to 571,429 shares of common stock of the Company, which reflects a conversion price of $ 3.50 per share, at his discretion. In the eventthat the Company becomes listed on a national securities exchange in the United States the outstanding amount of the note shall be deemed tohave been converted automatically into common stock of the Company.F18MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)The following table sets forth the assumptions used to measure the fair value of the warrant using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value612756Strike Price4.504.50Dividend Yield %Expected volatility82%69%Risk free rate0.51%0.7%Expected term1.51.1Stock Price3.834.54Early exercise ratioShortterm convertible loans – financial expense for this component are realized using the effective rate over time. As of the issuance day thevalue of the loan was $953Embedded derivative – the conversion option held by the lender is measured at fair value. Changes in fair value are recorded in the statementof income and loss.The following table sets forth the assumptions used to measure the fair value of the embedded derivative using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value349645Strike Price3.503.50Dividend Yield %Expected volatility55%49%Risk free rate0.19%0.2%Expected term0.670.28Stock Price3.834.54Early exercise ratioThe following table sets forth the assumptions used to measure the fair value of the put options using the Black and Scholes:Day ofissuanceAs ofDecember 31th,2015Fair Value807764Strike Price0.550.55Dividend Yield %Expected volatility125%171%Risk free rate0.1%0.2%Expected term0.670.28Stock Price0.530.5Early exercise ratioAs part of the convertible loan agreement the Company granted the new investor 571,429 warrants to Common stock with an exercise price of $4.50 per share. The warrants are exercisable for two years from the date issued.F19MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 8: CAPITAL INVESTMENTS (Cont.)On December 28, 2015, the Company signed convertible loan agreements totaling $2.7 million with two investors. The convertible loans do notbear interest. The loans are convertible into shares of the company within 8 months from the date of receipt at an exercise price of $3.50 pershare (771,427 shares). In addition, the Company issued nonmarketable warrants convertible into 771,427 ordinary shares of the Company for24 months at an exercise price of $4.50 per warrant.As of the balance sheet date the Company did not receive the investment and did not issue these options.A summary of the warrant activity during the years ended December 31, 2015 and 2014 is presented below:Number ofWarrantsWeighted Average Exercise PriceWeightedAverageRemainingLife inYearsOutstanding, December 31, 2013$IssuedExercisedCancelledOutstanding, December 31, 2014$Issued1,149,9994.50Outstanding, December 31, 20151,149,999$4.501.18Exercisable, December 31, 20151,149,999$4.501.18As of December 31, 2015 and 2014, the warrants were deemed to be a derivative liability.NOTE 9: CONTINGENCIES AND COMMITMENTSa.On December 27, 2015, the Company received a new claim. The defendants are the Company itself, all the members of the Board of Directors,Mrs. Shoshana Zigdon, a shareholder and related party in the Company, as well as two additional defendants who are not among the membersof the Board of Directors of the Company, and are not shareholders. The cause of the claim is that the plaintiff alleges that the Companyviolated its obligation to register the shares for trade with the Stock Exchange, causing a total of 2,622,500 NIS damage. The plaintiff seeks reliefagainst the defendants through financial compensation at the rate of the aforementioned alleged damage; additional compensation of 400,000NIS due to mental anguish; and if and to the extent that until the time the plaintiff can sell its shares on the Stock Exchange (hereinafter: "theexercise date "), the rate of a Company share will rise above the amount of 20.98 NIS (hereinafter: "the base rate"), an additional amount at therate of the difference between the base rate and the highest rate of a Company share between the time the claim was submitted and the exercisedate; and also court costs and attorney's fees of the plaintiff.The case is scheduled for a pretrial hearing on March 6, 2016, in which both the plaintiff and a Company representative will attend.F20MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)b.On May 17, 2012, the Company signed an agreement for a convertible loan with a third party (hereinafter the "Investor"). In accordance withthe loan agreement, the Company received a total of NIS 200 thousand with the signing of the loan agreement and was to receive an additionalamount of NIS 100 thousand at the end of a period not exceeding 21 days, during which the investor would perform due diligence on theCompany. In addition, the agreement was for additional investments up to a total of NIS 2 million.Under the agreement, the investor was entitled to convert the loan amounts granted to the Company into common shares of the Company withUS $ 0.001 par value each, at a price per share equal to the amount of NIS 0.97. If the loans were not converted into the Company shares, theloan was to be repaid one year after the date of the loan agreement plus annual interest of 10%.On February 18, 2015, the Company received a claim in a summary judgement for the investor’s demand of payment of the loan amount of NIS200 thousand, which was granted to the Company on May 17, 2012, plus interest of 10% annually as from 20 May 2012 until payment of thedebt, which as of the date of filing of the claim was NIS 258 thousand. The company denies the allegations stated in the request and isreviewing the possibilities, including the filing of reply to the court in accordance with law.The assessment of the Company's legal advisors is that there is a reasonable chance that the claim will end in a compromise.The financial statements as of December 31, 2015 include a provision for the loan at its original amount including accrued interest.c.On September 10, 2015, the Company reported a claim that has been filed against it by its shareholders for not registering the shares underlyingthe Metamorefix transaction for trade on the TASE. Also, on September 10, 2015, the Company reported two letters of counterclaim that havebeen filed by it in the United States.On November 6, 2015, the Company reported another letter of claim filed by it with the TelAviv District Court. A pretrial hearing wasscheduled for January 11, 2016. At this stage management cannot estimate the possible result of the claim.d.On January 16, 2014, the Company received from the legal counsel of one of its shareholders a demand letter for the payment of about 1.4million US Dollars as compensation for alleged breaches by several parties including the Company and its previous controlling shareholder(who is not the current controlling shareholder of the Company) of an allotment agreement between the Company and its previous controllingshareholder and shareholders of Metamorefix. The execution of the allotment agreement was completed in December 2011 and thereafter, inJanuary 2013, the entire share capital of Metamorefix was sold by the Company.A response letter was sent by the Company which stated that the Company did not consider itself as a party to the allegations which wereraised in said letter and that in any event all such allegations were denied by it. The Company did not make an allowance in the reports inconnection with said demand.F21MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)e.On or about the time it embarked on its internet venture the Company entered into an agreement with suppliers and consultants according towhich out of an indebtedness in a total sum of 1,358 thousand NIS (before VAT) the Company would pay 473 thousand NIS until December 31,2013. The remaining balance of the indebtedness in the sum of 885 thousand NIS (before VAT) would be waived. In January, 2014, the suppliersand the consultants signed an extension agreement in which they agreed to extend the term of payment by an additional 60 day period. Overthe course of 2014 most of the above payments to the creditors were paid in a total sum of about 469 thousand NIS (before VAT) and anindebtedness in the sum of 881 thousand NIS (before VAT) was waived (out of which the sum of 732 thousand NIS was registered as otherincome in the loss report and the balance was applied against the principal of a transaction with controlling shareholders.f.On November 14, 2014, the Company entered into a cooperation agreement for a period of six months with IN SITU S.A. (hereinafterrespectively: the "Agreement" and "IN SITU") the owner of the rights in the fashion brandname TRUCCO, which includes women's fashion,belts and footwear and which is marketed and sold all over the world by IN SITU through a chain of stores and sale points as well as throughTRUCCO's website (hereinafter: the "Website"). According to the Agreement IN SITU and the Company will cooperate in a bid to integrate theCompany's measurement technology (hereinafter: the "Platform") in IN SITU's computerized data system and any other system which wouldenable to use the Platform on the Website as well as in the store and sale points for the examination of the Platform's efficiency in relation to INSITU's sales and customers' satisfaction. The Company undertook that not later than within six months from the date of execution of theAgreement, the Platform would be completed and operable, namely, that the integration between the data systems of the parties would becompleted and the endcustomer would be able to take his measurements and purchase a befitting product using the Platform. Should theCompany fail to fulfill its undertakings under the Agreement to grant the license and/or fully integrate the Platform within six months from thedate of execution of the Agreement, the Company shall compensate IN SITU in the sum of 60 thousand Euros. As a result of the extendedtimetable there is an understanding between the parties to continue the cooperation.F22MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 9: CONTINGENCIES AND COMMITMENTS (Cont.)g.On November 10, 2013, the Company's board of directors approved to bring before the general meeting an engagement with one of theinvestors (as specified in paragraph 1D below) for the acquisition of rights in a venture for the accumulation of physical data of human beingsby portable electronic devices for the purpose of locating, based on the accumulated data, articles of clothing in internet apparel stores, whichwill fit the person whose measurements were accumulated.In consideration for the acquisition of the venture the Company will undertake to pay the seller 18% the Company's operational profit arisingdirectly or indirectly from the venture during a period of seven years from the termination of the development period of the venture. In additionthe Seller received an option for a buyback of the venture upon the occurrence of any one or more of the following: (a) if an application wasfiled for the liquidation of the Company or for the appointment of a receiver for the Company's assets or any material part thereof or for theimposition of a lien on a material part of the Company's assets, which were not revoked within 60 days from the date they were so filed; (b) if bythe end of seven years from the execution date of the agreement the entire aggregate income of the Company arising directly or indirectly fromthe venture or from the commercialization of the patent was lower than 3.6 million NIS. According to the Company's evaluation the value isnegligible. The buyback option is valid for 90 days from the occurrence of either one of the above events. The agreed consideration wasdetermined based on a valuation which was prepared by an independent assessor.The Agreement was approved by the general meeting on January 9, 2014.h.The Company entered into a twoyear lease for office space under a noncancelable operating lease agreement expiring August 2017. TheCompany is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in theagreement. Monthly payments are approximately $6 over the course of the lease term adjusted for changes in the CPI. The Company has theoption to renew this lease for one additional period of one year. The Company issued a bank guarantee of approximately $62 for the benefit ofthe lessor.Approximate future minimum rental payments due under these leases are as follows:Year Ending:2016$72201748 Total$120Rent expense (excluding taxes, fees and other charges) for the year ended December 31, 2015 totaled approximately $24.F23MY SIZE INC. AND ITS SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share data and per share data)NOTE 10: EVENTS SUBSEQUENT TO THE BALANCE SHEETThrough February 2016 the Company entered into additional convertible loan and warrant agreements in the amount of $3,450. Receipt of theseinvestments are pending approval by the Israel Securities Authority within 30 days. Additionally, subsequent to December 31, 2015 thewarrants granted to all of the investors were amended. The exercise price of the warrants was changed from $4.50 USD to 18 NIS so that theexercise price is the same as the functional currency of the Company. This amendment of the exercise price to NIS changes the accounting forthe warrants in accordance with ASC 470 and the warrants are recorded as additional paidincapital. When the warrant exercise price was inUS dollars, which is not the Company’s functional currency, the accounting rules required the Company to record the warrant option as aliability.The effect on equity of conversion of the convertible loans and amendment of the warrants is an increase of $9,608. This amount includes the$3,470 convertible loan liability and related option and warrant liabilities of $2,688 in addition to the new investments of $3,450.The following proforma consolidated balance sheet is based on the December 31, 2015 balance sheet with adjustments for the subsequentevents detailed above and automatic conversion of the convertible loans to equity upon listing on a national securities exchange in the UnitedStates.ASSETS$7,188LIABILITIES$234TOTAL STOCKHOLDERS' EQUITY6,954TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$7,188 F24Item 9 Changes in and Disagreements With Accountants and Financial DisclosureThere were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any reportable event as describedin Item 304 (a)(1)(v) of Regulation SK.Item 9A Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLSOur Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in theSecurities Exchange Act of 1934 (Exchange Act) Rules 13a15(e) or 15d15(e)) as of December 31, 2015, the end of the period covered by this annual report, hasconcluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in reports filed under the SecuritiesExchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a15(f) underthe Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principalexecutive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with accounting principles generally accepted in the United States of America.The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting atDecember 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of July 31, 2012, our internalcontrol over financial reporting was effective.This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sreport was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “largeaccelerated filers” nor “accelerated filers” under the DoddFrank Wall Street Reform and Consumer Protection Act.Changes in Internal Control Over Financial ReportingThere have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.Item 9B Other InformationNone32Item 10 Directors and Executive OfficersMANAGEMENT OF MY SIZE, INC.The following table sets forth, as of the date of this registration statement, the name, age and positions of our executive officers and directors.NAMEAGEPOSITIONDATES OF SERVICEEli Walles33Chairman of the BoardSeptember 2013 PresentRonen Luzon44Chief Executive Officer and DirectorSeptember 2013 PresentUri Ben Or44Chief Financial OfficerSeptember 2010 PresentBilly Pardo39Chief Product OfficerMay 2014 PresentOded Shohan29Chief Technology OfficerMay 2014 PresentZeev Lavenberg50Independent directorAugust 2012 PresentMoshe Gedansky35Independent directorAugust 2014 PresentShoshana Herman46DirectorMay 2014 PresentThe business background and certain other information about our directors and executive officers, as well our key employee, is set forth below:Ronen Luzon – Founder & Chief Executive OfficerPrior to founding MySize,from 2006, Ronen is the CEO and Founder of Malers Ltd. , a company that has grown to be a leader in the global security solutions marketand provides some of the most advanced technological solutions for integrated communication infrastructures, security and control systems. Prior to that, he heldseveral senior marketing, sales management and professional services positions in a variety of international high tech companies. Ronen graduated from MiddlesexUniversity in London with a B.sc in IT and Business Information Systems(1998).Uri BenOr, CPA – Chief Financial OfficerMr. Uri Ben Or has served as our Chief Financial Officer since 2010. In January, 2007, Mr. Ben Or founded CFO Direct, in which he has served as the Chief ExecutiveOfficer and through which he provides his services to our company. Mr. Ben Or also serves as CFO through CFO Direct in Biondvax Pharmaceuticals Ltd(NASDAQ: BVXV) since September 2007, in InterCure Ltd. (TLV: INCR) since February 2011, in D Medical Industries LTD. (TLV: DMED) since February 2013 and inTherapix Biosciences Ltd. (TLV: THXBY) since October 2014. Prior to founding CFO Direct he served as the VP Finance of Glycominds Ltd. from 2001 to 2014, and asCFO of NetEye Corp. from 2000 to 2001 He also served as a Corporate Controller at Menorah Capital Markets from 1999 to 2000 and as an Auditor atPricewaterhouseCoopers from 1997 to 1999. Mr. BenOr holds a B.A. degree in Business from the College of Administration, and a M.B.A degree from the Bar IlanUniversity and is a certified public accountant in Israel.Oded Shoshan – Chief Technology OfficeIn addition to his role at MySizeID,from 2012, he is the founder and CEO of MonkeyTech, a company that provides design, development and characterization ofmobile applications. Before that,from 20102012 Oded was software project manager for the company One. Prior to his role in company One, Odedservied in the IsraelDefense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Oded holds a BA fromTel Aviv University in cinema.33Billy Pardo – Vice President of ProductsPrior to joining MYsizeid, from 20102013, Billy was Senior Director of Product Management and member of Fourier Education executive management team. Amongher areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s awardwinningeinstein™ Science Tablet. From 20082010, she held a product management position at Time to Know. Prior to that from 1999 she was the R&D Software Team Leaderfor Eldat Communication Ltd.She holds an MBA from The Interdisciplinary Center(2012) and a B.A. in computer science from The Academic College of TelAviv, Yaffo (2001).Dr. Shoshana Herman – DirectorIn addition to her role in My Size ,from 2000, Dr. Herman is a Researcher and student laboratories manager at Bar Ilan University. As well as a Lecturer at BarIlanUniversity, RamatGan Collage and Dina Nursing school Dr. Herman is a Doctor of Philosophy and Life Science.Mr. Eli Walles – Chairman of the boardFrom 2010 – 2014, Mr. Walles was the Marketing Manager of MS Berlin GMBH, a real estate investment company. He is also a professional Jewish cantor appearingaround the world. In 2001 he graduated from the Hebron Yeshiva in Jerusalem.Mr. Ze'ev Levenberg – Director (independent)From 2011 and until today Mr. Levenberg serves as a director of Asia Group Ltd. Which is an Israeli public company trading on the Tel Aviv Stock exchange. Alsofrom 2009 and until today he serves as a director for Intercolony Investments Ltd. Which is also an Israeli public company. Prior to that he served as a director from20092014 of Arazim Investments Ltd. an Israeli public company and also served as a director of Adler Investments Ltd. an Israeli public company between the years2008 and 2014. Prior to that he worked at as a director and investment committee member at Altshueler & Shaham an investment house in Israel between the years2002 and 2008 Mr Levenberg holds BSc Medical Science degree from the Hebrew University, Jerusalem Israel as well as an MBA (finance) from Bar Ilan University,RamatGan Israel.Mr. Moshe Gidansky – Director (independent)Moshe Gidansky is an accountant (CPA) and an attorney (Adv.) in Israel. From 2011 Mr. Gidansky officiates as CFO at Netz Group Ltd. and at its subsidiaries. From2010 – 2013 Mr. Gidansky worked at the Corporate Division in the Israeli Securities Authority for about 7 years. His last position at the Israeli Securities Authoritywas senior assistant chief accountant and as such was involved in all aspects of accounting work involving the supervision and regulation of public Mr. Gidanskyholds a B.A in Accounting and Economics (summa cum laude) from Tel Aviv University, Israel and a Law degree from Bar Ilan University Israel .Mr. Gidansky holds the position of lecturer of accounting at the Inter Disciplinarian Center in Herzliya as well as serving as a member of the Professional OverseeingCommitee of accounting and financial reporting of the Israeli Institute of Certified Public Accountants.There is a family relationship between Mr. Ronen Luzon and Mrs. Billy Pardo. They are husband and wife.34Item 11 Executive CompensationSummary Compensation TableThe following sets forth the compensation paid by MY SIZE, INC. since inception to our Chief Executive Officer and any other executive officers during the periodending December 31, 2014 (the “named executive officers”); such officers are compensated directly by MY SIZE, INC.Current Office HoldersPositionNameAgeCompensationMember of CommitteesBioChairman of theBoardEliyahu Wallas33 (February 1, 1981)Currently receives 5,142 USD ( 20,000 NIS) gross per month.Received indemnification note,and is included in the Company'sD&O insurance policy.During the 5 years prior to hisemployment by the Company, served as:Real estate entrepreneurship manager atMS BERLIN Gmbh; Cantor for the KfarShmaryahu religious municipality.External DirectorMoshe Gidansky35 (May 28, 1979)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum +1,860 NIS per meeting).Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting from Tel Aviv University;BA in Law from BarIlan University.During the 5 years prior to hisemployment by the Company, served as:CFO for Netz Group Ltd.; Seniorassistant to head accountant in theIsraeli Securities Authority (ISA) –corporate division.DirectorShoshana Herman46(September 2,1968)Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: Doctor of Philosophy andLife Science. During the 5 years prior toher employment by the Company, servedas: Researcher and student laboratoriesmanager at Bar Ilan University; Lecturerat BarIlan University, RamatGanCollage and Dina Nursing school; Realestate Entrepreneur.35PositionNameAgeCompensationMember of CommitteesBioExternal DirectorZe'ev Levenberg50 (March 11, 1964)According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting)(39,048 NIS per annum + 1,860NIS per meeting). Receivedindemnification note, and isincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in NatureScience. Hebrew University ofJerusalem. MBA (financing)from Bar Ilan University. Duringthe 5 years prior to hisemployment by the Company,served as: Strategic projectmanager for Israel DiscountBank Ltd; Lecturer, Economicsand financing, Bar IlanUniversity and The College ofManagement Academic Studies;Director and Investmentcommittee member for theAltshuler Shaham Group Trustfunds; Director AdlerInvestments Ltd.CTOOded Shoshan29(January 11, 1985)Received 31,885 USD (124,000NIS gross) in 2014 compensationwithin the scope of adevelopment agreement betweenthe Company and MonkeytechLtd., a private company of whichMr. Shoshan is a partial owner.Included in the Company's D&Oinsurance policy.During the 5 years prior to hisemployment by the Company,served as: CEO and Founder ofMonkeytech Ltd.; Developerand Project manager at OneTechnologies; Software officer,Israeli Air Force. IDF.36PositionNameAgeCompensationMember of CommitteesBioCFOUri BenOr44 (August 21, 1970)2,571 USD (10,000 NIS) permonth. Received indemnificationnote, and is included in theCompany's D&O insurancepolicyEducation: BA BusinessManagement, The College ofManagement Academic Studies;MA in Accounting, The Collegeof Management AcademicStudies; MBA, Bar Ilan University. During the 5 years prior to hisemployment by the Company,served as: CEO of CFO DirectLtd.; CFO at Glycominds Ltd.;CFO at BiondVaxPharmaceuticals Ltd.; CFO atGlobalicom Trade Ltd.; CFO atWidemed Ltd.Internal AuditorYisrael Gewirtz37 (February 17,1977)Didn’t receive compensationGraduate economy andaccounting degree from the BarIlan University. Certify as CIA(certify internal auditor) Partnerat Grant Thornton IsraelVP ProductsBilly Balla Luzon39(July 23,1975)Currently receives 5,142 USD(20,000 NIS )gross per month.Received indemnification note,and is included in theCompany's D&O insurancepolicy.Education: B.Sc. The AcademicCollege of Tel AvivYaffo; MBA,Interdisciplinary Center (IDC)Herzliya. During the 5 yearsprior to her employment by theCompany, served as: SeniorDirector of ProductManagement, FourierEducation; Product manager,Time to Know; Productmarketing manager RiTTechnologies Ltd.37Previous office holders (since October 2012)PLEASE NOTE: THE DETAILS PROVIDED BELOW, REGARDING PREVIOUS OFFICE HOLDERS OF THE COMPANY ARE BASED ON THE COMPANY'SPUBLIC STATEMENTS AND WERE NOT VERIFIED OR REEXAMINED FOR THE PURPOSES OF THIS DOCUMENT.PositionNameAgeCompensationMember of CommitteesBioExternal DirectorShainberg Ofer44February 25, 1970According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification note,and was included in theCompany's D&O insurancepolicy.Audit Committee; FinancialStatement ExaminationCommittee; CompensationCommittee.Education: BA in Economics andAccounting, Bar Ilan University;MBA, Bar Ilan University; LLM,Bar Ilan University;During the 5 years prior to hisemployment by the Company,served as: CFO at GlycomindsLtd.; CFO at Ness Pro (of NessTechnologies group); CFO atProteologics Ltd.; CFO atConcord Ventures.CEO and DirectorKfir Tamar46December 26,1967According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting) at thetime of CEO 8,000 NIS permonth. Received indemnificationnote, and was included in theCompany's D&O insurancepolicy.Education: BA in Economics andBusiness Management, Bar IlanUniversity; MA in BusinessEconomics, Bar Ilan University.During the 5 years prior to heremployment by the Company,served as: CEO of BP&CConsulting Group; VP licensing,Healthcare, Yissum ResearchDevelopment Company of theHebrew University.Chairman of the BoardAscherShmulewitz58October 22, 1956Did not receive monetarycompensation. Receivedindemnification note, and wasincluded in the Company's D&Oinsurance policy.Doctor of Engineering, Tel AvivUniversity; Doctor of Medicine– Technion, Israel Institute ofTechnology. During the 5 yearsprior to his employment by theCompany, served as Manager ofMedgenesis Partners Ltd.External DirectorRan Ben Or51April 1, 1963.According to the regulateddirector's compensation (10,400USD per annum + 478 USD permeeting) (39,048 NIS per annum+ 1,860 NIS per meeting).Received indemnification andexculpation note, and wasincluded in the Company's D&Oinsurance policy.Audit Committee; FinancialStatement ExaminationCommittee.Education: B.Sc., HebrewUniversity of Jerusalem; BA inAccounting, Hebrew Universityof Jerusalem; MBA, HebrewUniversity of Jerusalem. Duringthe 5 years prior to hisemployment by the Company,served as: Managing partner –Tene Investment Funds; CEOBagira Investments Ltd.; Partnerat Itzhak Swary & Co.38Committees of the BoardPLEASE NOTE: THIS IS NOT A TRANSLATION OF THE LAW. THE EXPLANATIONS CONTAINED HEREIN ARE NOT A COMPREHENSIVE OR COMPLETEDESCRIPTION OF ALL THE RELEVANT STATUTORY PROVISIONS."Companies Law " the Israeli Companies Law 57591999 and its regulations."External Directors" Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stockexchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. Our external directors are Mr. Ze'ev Levenbergand Mr. Moshe Gidansky. At least one of the external directors is required to have “financial and accounting expertise,” and the other external director or directorsare required to have “professional expertise”. An external director may not be appointed to an additional term unless: (1) such director has “accounting and financialexpertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting andfinancial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriateby the board of directors.A director has “professional expertise” if he or she satisfies one of the following:●the director holds an academic degree in one of these areas: economics, business administration, accounting, law or public administration;●the director holds an academic degree or has other higher education, all in the main business sector of the company or in a relevant area for theboard position; or●the director has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of these):(a) senior management position in a corporation of significant business scope; (b) senior public office or senior position in the public sector; or (c)senior position in the main business sector of the company.39A director with “financial and accounting expertise” is a person that due to his or her education, experience and skills has high skills and understanding of businessaccounting issues and financial reports which allow him to deeply understand the financial reports of the company and hold a discussion relating to thepresentation of financial information. The company’s board of directors will take into consideration in determining whether a director has “accounting and financialexpertise”, among other things, his or her education, experience and knowledge in any of the following:accounting issues and accounting control issuescharacteristic to the segment in which the company operates and to companies of the size and complexity of the company;●the functions of the external auditor and the obligations imposed on such auditor; and●preparation of financial reports and their approval in accordance with the Companies Law and the securities law.A person may not serve as an external director if the person is a relative of a controlling shareholder or if at the date of the person’s appointment or within the priortwo years the person, or his or her relatives, partners, employers or entities under the person’s control, or someone to whom he or she is subordinate, whetherdirectly or indirectly, have or had any affiliation with any of: (1) the Company, (2) any entity controlling the Company, (3) a relative of the controlling shareholder onthe date of such appointment, or (4) any entity controlled, on the date of such appointment or within the preceding two years, by us or by the Company's controllingshareholder. If there is no controlling shareholder or no shareholder/s holding together 25% or more of voting rights in the company, a person may not serve as anexternal director if the person has any affiliation with any person who, as of the date of the person’s appointment, was the chairman of the board of directors, thegeneral manager (Chief Executive Officer), any shareholder holding 5% or more of the company’s shares or voting rights, or the senior financial officer. We refer toeach of the relationships set forth in this paragraph as an Affiliated Party. Under the Companies Law, “affiliation” includes:●an employment relationship;●a business or professional relationship maintained on a regular basis;●control; and●service as an office holder, excluding service as a director of a private company prior to the first offering of its shares to the public if such directorwas appointed as a director of the private company in order to serve as an external director following the initial public offering.A “relative” is defined as a spouse, sibling, parent, grandparent, descendant, and a descendant, sibling or parent or the spouse of each of the foregoing.An “office holder” is defined as a general manager, chief operating officer, executive vice president, vice president, director or manager directly subordinate to thegeneral manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title.A person may not serve as an external director if that person or that person’s relative, partner, employer, a person to whom such person is subordinate (directly orindirectly) or any entity under the person’s control has a business or professional relationship with any entity that has an affiliation with any Affiliated Party, even ifsuch relationship is intermittent (excluding insignificant relationships). Additionally, any person who has received compensation in breach of the Companies Law(excluding compensation from insignificant relationships) other than compensation permitted under the Companies Law may not continue to serve as an externaldirector.40A person may not serve as an external director if that person’s position or other business activities create, or may create, a conflict of interest with the person’sservice as a director or may otherwise interfere with the person’s ability to serve as a director.If at the time any external director is appointed, all members of the board who are neither controlling shareholders nor relatives of controlling shareholders are thesame gender, then the external director to be appointed must be of the other gender.A director of a company shall not be appointed as an external director of another company if at such time a director of the other company is acting as an externaldirector of the first company.Until the lapse of two years from the termination of office, none of the company in which such external director served, its controlling shareholder or any entityunder the control of such controlling shareholder may, either directly or indirectly, grant such former external director, or his or her spouse or child, any benefit,including via (1) the appointment of such former director or his or her spouse or his child as an office holder in the company or in an entity controlled by thecompany's controlling shareholder; (2) the employment of such former director, and (3) the engagement, either directly or indirectly, of such former director as aprovider of professional services for compensation, including through an entity under his or her control. The same restrictions above apply to relatives other than aspouse or a child, but such limitations shall only apply for one year from the date such external director ceased to be engaged in such capacity.External directors, who provided the Company with a declaration that they qualify to be external directors under the terms provided herein, are elected by a majorityvote at a shareholders’ meeting, so long as either:●at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment(excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of theproposal (shares held by abstaining shareholders shall not be considered); or●the total number of shares of such shareholders voted against the election of the external director does not exceed 2% of the aggregate votingrights of our company.“Control” A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right toappoint the majority of the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include ashareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, butexcludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company.The Companies Law provides for an initial threeyear term for an external director. Thereafter, an external director may be reelected by shareholders to serve in thatcapacity for up to two additional threeyear terms, provided that either:(i)his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) (provided that the externaldirector is not and has not been for a period of two years prior to such nomination an affiliated or competing shareholder (as defined in the Companies Lawor the relative of such) of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number ofshares held by noncontrolling, disinterested shareholders voting for such reelection exceeds two percent (2%) of the aggregate voting rights in thecompany; or(ii)his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the samedisinterested majority required for the initial election of an external director (as described above).41External directors may be removed only by the same special majority of shareholders required for their election or by a court, and in both cases only if the externaldirectors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created byan external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call ashareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.External directors may be compensated only in accordance with regulations adopted under the Companies Law.Any committee which is authorized to use a power of the board of directors, must have at least one External Director as a member.Audit CommitteeUnder the Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist of at least threedirectors and must include all of the external directors.Under the Companies Law, the majority of members of the audit committee, as well as a majority of members present at audit committee meetings, must be anunaffiliated director (as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director. In addition,the following are disqualified from serving as members of the audit committee: the chairman of the board, a controlling shareholder and his relatives, any directoremployed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services tothe company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives the majority of his or her incomefrom the controlling shareholder. Any persons disqualified from serving as a member of the audit committee may not be present at the audit committee meetings,unless the chairman of the audit committee has determined that the presence of such person is required to present a matter to the meeting or if such person qualifiesunder an available exemption in the Companies Law.An “unaffiliated director” is defined under the Companies Law as an external director or a director who was declared as such in accordance with the CompaniesLaw and who meets the following conditions: (1) satisfies the conditions for appointment as an external director (as described above) except for (a) the requirementthat the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside ofIsrael) and (b) the requirement for accounting and financial expertise or professional qualifications and the audit committee has determined that such conditionshave been met and (2) he or she has not served as a director of the company for more than nine consecutive years, with any interruption of up to two years in his orher service not being deemed a disruption in the continuity of such service.The Company's audit committee, is comprised of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The board of directors may resolve that the audit committee may acts as a committee for review of our financial statements as required under the Companies Law.Under the Companies Law, our audit committee is responsible for:(i)determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or theindependent auditor, and making recommendations to the board of directors to improve such practices;(ii)determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whethersuch transaction is extraordinary or material under Companies Law);(iii)Determining a competitive process for engagement in related party transactions prior to the Company's engagement is such transaction.42(iv)where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board andproposing amendments thereto;(v)examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose ofits responsibilities;(vi)examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors orshareholders, depending on which of them is considering the appointment of our auditor; and(vii)Establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to suchemployees.The audit committee may not conduct any discussions or approve any actions requiring its approval, unless at the time of the approval a majority of the committee’smembers are present, which majority consists of unaffiliated directors including at least one external director.Compensation CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a Compensation Committee. The compensation committee must becomprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. Eachcompensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an externaldirector.The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to(a)who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.The Company's compensation committee consists of Mr. Levenberg, Ms. Herman, and Mr. Gidansky.The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officeholders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after considering the recommendations ofthe compensation committee, and will need to be brought for approval by the company’s shareholders.The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors,including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensationpolicy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its longterm strategy, and creation ofappropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. Thecompensation policy must furthermore consider the following additional factors:●the knowledge, skills, expertise and accomplishments of the relevant director or executive;●the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her;●the relationship between the terms offered and the average and median compensation of the other employees of the company, including thoseemployed through manpower companies;43● the impact of disparities in salary upon work relationships in the company;● the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercisevalue of noncash variable compensation; and● as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period,the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include thefollowing principles;●the link between variable compensation and longterm performance and measurable criteria;● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the dataupon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;● the minimum holding or vesting period for variable, equitybased compensation; and● maximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a longterm perspective andmaximum limits for severance compensation.The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and subsequentapproval by the shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders as well as to matters relatedto approval of the terms of engagement of office holders, including recommending whether a compensation policy should continue in effect, if the thencurrentpolicy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in anycase occur every three years);● recommending to the board of directors periodic updates to the compensation policy;● assessing implementation of the compensation policy; and● determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders.Financial Statement Examination CommitteeUnder the Companies Law, the board of directors of a public company in Israel must appoint a financial statement examination committee, which consists of at least 3members. All members of the committee shall be directors with the ability to read and understand financial statements, at least one member shall have accountingand financial expertise (both based on such directors declaration).Mr. Levenberg, Ms. Herman, and Mr. Gidansky.44Under the Companies Law, the majority of members of the committee, as well as a majority of members present at committee meetings, must be an unaffiliated director(as defined below), at least one member must be an external director, and the audit committee chairman shall be an external director.From time to time as necessary and required to approve our financial statements, the committee holds separate meetings, prior to the scheduled meetings of theentire board of directors regarding financial statement approval. The function of a financial statements examination committee is to discuss and providerecommendations to its board of directors (including the report of any deficiency found) with respect to the following issues: (1) estimations and assessments madein connection with the preparation of financial statements; (2) internal controls related to the financial statements; (3) completeness and propriety of the disclosurein the financial statements; (4) the accounting policies adopted and the accounting treatments implemented in material matters of the company; (5) valueevaluations, including the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.The independent registered public accounting firm and our internal auditors are invited to attend all meetings of the committee.NonEquityNonqualifiedName andWarrant /IncentiveDeferredAll OtherPrincipalStockOptionPlanCompensationCompensationPositionYearSalaryBonusAwardsAwardsCompensationEarnings(1)TotalRonen Luzon ChiefExecutiveOfficer andDirector2015$0000000$0Uri BenOr ChiefFinancialOfficer2015$51000000$51Eli Walles Chairman ofthe Board2015$81000000$81Oded Shushan Chieftechnicaloffice2015$82000000$82Billy Pardo VPof Products2015$85000000$85ShoshanaHerman Director2015$14000000$14Zeev Levenberg ExternalDirector2015$17000000$17MosheGidansky ExternalDirector2015$16000000$1645None of our named executive officers held options or other unvested equity awards as of December 31, 2015.Comments:All numbers are in thousands of dollarsCompensation of DirectorsWe currently compensate our directors in cash – see chart above.Item 12 Security Ownership of Certain Beneficial Owners and management and Related Stockholder mattersThe following table lists, as of December 31, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entityknown to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (ii) each officer and director of our Company; Informationrelating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of asecurity if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes thepower to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquirebeneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of thesame securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except asnoted below, each person has sole voting and investment power.Name of Beneficial OwnerTitle of ClassAmount andNature ofBeneficialOwnershipPercent of ClassShoshana ZigdonCommon3,500,00022.86%Ronen LuzonCommon1,755,95011.47%Israel LeviCommon1,508,1839.85%Boaz YelinevichCommon771,8505.04%Directors and OfficersEli Walles00Ronen Luzoncommon1,755,95011.47%Uri Ben Or00Billy Pardo00Oded Shohan00Zeev Lavenberg00Moshe Gedansky00Shoshana Herman00Item 13 Certain Relationships and Related Transactions, and Director IndependencePrior to and during 2013 Asher Shmuelevitch a former controlling shareholder loaned the Company $268,000. These loans bear no interest and have no maturity date.On January 5, 2014, an amount of $ 71,000 of the loan balance was converted to 2,487,000 Common stock of the Company, at a conversion price of 0.1 NIS. The restof the loan balance was waived to the Company by its controlling stockholders.Material AgreementsAgreement for the acquisition of rights in the venture between the company and Shoshana Zigdon (hereinafter – "Shoshana" or the "Seller")A shareholders' meeting on January 2014, approved the company's engagement with Shoshana in an agreement for the acquisition of rights in a venture for theaccumulation of physical data of human beings by portable electronic devices (including smart phones, tablets and other portable devices) for the purpose oflocating, based on the accumulated data, articles of clothing in internet apparel stores, which will fit the person whose measurements were so accumulated (the"Agreement" and the "Venture", respectively).As of the date of the Agreement, within the framework of the Venture, an application for the registration of patent, the details of which are specified in line 1 ofpatents' table in Item 1 (sub item patents) above, was filed on January 20, 2013 (the "Method" and the "Patent Application", respectively).In consideration for the acquisition of the Sold Assets, the Company undertook to pay the Seller 18% of the Company's operating profit, arising directly or indirectlyfrom the Venture and/or the Method and/or the commercialization of the Patent (to the extent registered) together with VAT under the law (the "Royalties" or the"Consideration") during a period of 7 years from the termination of the development period of the Venture.*Seller's right to receive Royalties will apply even in the event the Patent is revoked/rejected/expires and/or not accepted for any reason whatsoever. Down paymentson account of the Royalties will be paid to the Seller once quarterly, within 14 days from the approval of the reviewed financial reports of the Company, with theexception of the fourth quarter which will be paid after the approval of the audited financial reports of the Company. Payment will be made against a duly issued taxinvoice as prescribed by law. Royalty adjustments will be made according to the Company's annual audited financial reports.46The Seller will be entitled to repurchase the Sold Assets (the Venture, the Method and the Patent) from the Company upon the occurrence of one or more of thefollowing events: (a) an application was filed for the dissolution of the Company and/or for the appointment of a receiver for the Company and/or for a substantialpart of its assets and/or an attachment was imposed on a substantial part of the Company's assets, and the application or attachment – as the case may be – werenot canceled within 60 (sixty) days from the date on which they were filed; or (b) if upon the termination of 7 years from the date of execution of the Agreement, theentire aggregate income of the Company, arising directly and/or indirectly from the Venture and/or the Method and/or the commercialization of the Patent was lowerthan 3.6 million. Sellers right to repurchase the Sold Assets from the Company will be at market price which will be determined by an external and independentassessor the identity of whom shall be mutually agreed upon by the parties.In Such an event, seller may repurchase the property being sold at a market price to be determined by an external and independent valuer, who shall be chosen byagreement by the parties, and the audit committee shall conduct the negotiations on behalf of the company to determine the identity of the valuer. In the absence ofagreement on the identity of the valuer, the valuer shall be appointed by the president of the Institute of Certified Public Accountants in Israel. If one of the partiesappeals against the valuation, with the company's decision to appeal being made by the audit committee of the company, the parties shall approach another agreedvaluer from one of the four large accounting firms in Israel (and in the absence of agreement he shall be chosen by the president of the Institute of Certified PublicAccountants) and an average shall be taken of the two valuations which are received. The parties shall bear the valuers' fees and all the expenses of the valuation inequal shares.Intellectual Property: Developments, improvements knowledge and knowhow developed and/or accumulated by the Company after the execution of the Agreementwill be owned by the Company.Non compete Undertaking: The Seller undertook not to compete, directly or indirectly, with the Company in connection with the Sold Assets and/or the Ventureand/or the Method for a period of 7 years from the end of the development period of the Venture.This was a related party transaction because at the time that Ms. Zigdon’s royalty agreement was put to a vote by the shareholders of the Company she was also abeneficial owner of over 20% of the Company. Therefor she was deemed a Related Party.*According to the contract with Ms. Zigdon the 18% will be paid only from the Company’s revenues, thus the “termination of the development period of theVenture” will be finished once the products will be matured and ready for the market whereby the day the Company will start to receive revenue from the productthat day will be considered the “termination of the development period of the Venture” and for a period of 7 years from such date Ms. Zigdon will be entitled toreceive 18% of the company’s operating profit.Item 14 Principal Accounting Fees and ServicesOur principal independent accountant is Weinberg & Baer LLC. Their preapproved fees billed to the Company are set forth below:Add audit fees Audit fees for 2015 and 2014 were $20,500 and $20,000, respectively.Item 15 Exhibits, Financial Statement Schedules(a) Financial StatementsThe financial statements required by this Item are included beginning at page F1.(b) Exhibits3.1Certificate of Incorporation3.2Bylaws10.1In Situ Trucco agreement10.2Venture Agreement with Shoshana Zigdon31.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.31.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the SarbanesOxley Act of 2002.32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Schema101.CALXBRL Taxonomy Calculation Linkbase101.DEFXBRL Taxonomy Definition Linkbase101.LABXBRL Taxonomy Label Linkbase101.PREXBRL Taxonomy Presentation Linkbase47SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.My Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerDate: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)48EX3.1 2 f10k2015ex3i_mysizeinc.htm CERTIFICATE OF INCORPORATIONExhibit 3.1EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002EX3.2 3 f10k2015ex3ii_mysizeinc.htm BYLAWSExhibit 3.2EX10.1 4 f10k2015ex10i_mysizeinc.htm IN SITU TRUCCO AGREEMENTExhibit 10.1EX10.2 5 f10k2015ex10ii_mysizeinc.htm VENTURE AGREEMENT WITH SHOSHANA ZIGDONExhibit 10.2EX31.1 6 f10k2015ex31i_mysizeinc.htm CERTIFCATIONExhibit 31.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Ronen Luzon certify that:1.I have reviewed this Annual Report on Form 10K of My Size, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX31.2 7 f10k2015ex31ii_mysizeinc.htm CERTIFCATIONExhibit 31.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 and pursuant to Rule 13a14(a) and Rule15d14 under the Securities Exchange Act of 1934I, Uri Ben Or, certify that: 1I have reviewed this Annual Report on Form 10K of My Size, Inc.;2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a15(e) and 15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrantand have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: andd.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)EX32.1 8 f10k2015ex32i_mysizeinc.htm CERTIFCATIONExhibit 32.1CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Ronen Luzon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Ronen LuzonRonen LuzonChief Executive Officer(Principal Executive Officer)Secretary TreasurerEX32.2 9 f10k2015ex32ii_mysizeinc.htm CERTIFCATIONExhibit 32.2CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002(18 U.S.C. SECTION 1350)In connection with the Annual Report of My Size, Inc. (the "Company") on Form 10K for the year ended December 31, 2015 as filed with the Securities andExchange Commission on the date hereof (the "Report"), I, Uri Ben Or, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the SarbanesOxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.RegistrantMy Size, Inc.Date: March 3, 2016By:/s/ Uri Ben OrUri Ben OrChief Financial Officer(Principal Financial Officer)

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