Thanks Feller, I used the Microsoft Word "Compare"

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Pursuant to the License Agreement, Emilia granted a limited license to us with respect to Emilia’s licensed intellectual property to be developed and commercialized worldwide in the topical treatment of psoriasis in humans with OWC’s Product. If such trial proves successful, Emilia will grant OWC an exclusive, worldwide, transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell and commercially exploit the Emilia intellectual property, in consideration for which, from and after the first commercial sales of the licensed product, OWC shall pay to Emilia a royalty at the rate of ten percent of net sales (as defined in the License Agreement) during the period beginning upon the first commercial sale and ending ten years thereafter. In the event the sale of the licensed product during the royalty term reaches the minimum sales targets set forth in the License Agreement, the royalty term will be extended for an additional five-year term. The trial was completed in May 2016 and as a result the Company became the exclusive licensee of Emilia's intellectual property.

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Pursuant to the License Agreement, Emilia has granted a limited license to us with respect to Emilia’s Licensed Intellectual Property to be developed and commercialized worldwide in the topical treatment of Psoriasis in humans with our product and upon the successful achievement of the trial, Emilia will grant us an exclusive, worldwide, transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell and commercially exploit the Emilia Intellectual Property (the “License”). In consideration for the License, from and after the first commercial sales of the Licensed Product, we shall pay to Emilia a royalty at the rate of ten (10%) percent of net sales during the period of time beginning upon the first commercial sale and ending ten (10) years thereafter (the “Royalty Term”). In the event the sale of the Licensed Product during the Royalty Term reaches the minimum sales targets mutually agreed by the Parties as set forth in the License Agreement, the Royalty Term will extend to an additional five (5) year term. The trial was completed in May 2016 and as a result the Company became the exclusive licensee of Emilia's intellectual property.

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Pursuant to the License Agreement, Emilia granted a limited license to the Group with respect to Emilia’s licensed intellectual property to be developed and commercialized worldwide in the topical treatment of psoriasis in humans with OWC’s Product. If such trial proves successful, Emilia will grant the Group an exclusive, worldwide, transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell and commercially exploit the Emilia intellectual property, in consideration for which, from and after the first commercial sales of the licensed product, the Group shall pay to Emilia a royalty at the rate of ten percent of net sales during the period beginning upon the first commercial sale and ending ten years thereafter. The trial was completed in May 2016 and as a result the Company became the exclusive licensee of Emilia's intellectual property. In the event the sale of the licensed product during the royalty term reaches the minimum sales targets set forth in the License Agreement, the royalty term will be extended for an additional five-year term.
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Management’s Annual Report on Internal Control Over Financial Reporting

ManagementThe Company's management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of those internal controls. As, as defined by the SEC, internalin Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed by our principal executive officer and principal financial officer, to provide reasonable assurance to the Company's management and Board of Directors regarding the reliability of financial reporting and the preparation of theand fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the Company’sCompany's internal control over financial reporting as of December 31, 2016 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Management is not permitted to conclude that the Company's internal control over financial reporting is effective if there are one or more material weaknesses in the Company's internal control over financing reporting. Based on our assessment and those criteria, we have concluded that our internal control over financial reporting hadwere ineffective because of the identification of material weaknesses including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the year ended December 31, 2016. Management has identified corrective actions for the weaknesses and intends to implement procedures to address before mentioned material weakness and has begun implementationweaknesses during the second quarter of 2017fiscal year 2018.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of the Company’s independentcompany’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEBack to Table of Contents

The table below contains information regarding the current members of the Board of Directors and executive officers. The ages of individuals are provided as of April 13, 2016September __, 2017:

Name Age Position
Mordechai Bignitz 65 Chairman of the Board and Chief Executive Officer and Director
Dr. Stanley Hirsch 59 Chairman of the Board
Shmuel De-SabanYossi Dagan 5042 Chief Financial Officer
Dr. Yehuda Baruch 60 Chief Science Officer

Mordechai Bignitz, Chief Executive Officer and ChairmanDirector. Mr. Bignitz was appointed Chief Executive Officer in July 2014 and to the Board of Directors and Chairman in September 2014. He resigned as Chairman with the appointment of Dr. Stanley Hirsch as Chairman on July 24, 2017. He has over 30 years of experience in investment banking specializing in all aspects of the planning, negotiation and execution of both domestic and international transactions. He also has extensive experience in investment management, financial systems, accounting and taxation. From 2009 to 2011 Mr. Bignitz served as the chief executive officer of Gefen Energies Ltd., a private Israeli Company. During the past five years, he has served as a director of the following public companies: Arad Investment & Industrial Development Ltd since February 2014, traded on the Tel-Aviv Stock Exchange (“TASE”); Globe Exploration Limited Partnership since July 2013, traded on the TASE; Ellomay Capital Limited since 2011, engaged in investments in energy and infrastructures and traded on the NASDAQ and TASE; Israel Financial Levers Ltd, since 2007, engaged in the real estate business and traded on the TASE; and Ablon Group Ltd from 2011 to 2013, engaged in the real estate business and traded on the London Stock Exchange. The Company believes that Mr. Bignitz’s many years of experience as a senior executive officer and director of several successful public companies in a variety in industries, all of which have had greater resources and operating history than the Company, renders him qualified to serve on the Board of Directors.

Shmuel De-Saban, Chief Financial Officer. Mr. De-Saban was appointed Chief Financial Officer in June 2014. During the past five years, Mr. De-Saban, a CPA, has operated his own accounting firm providing complete accounting services to clients including the establishment of internal management reports, examining all corporate systems including (i) purchase management (inventory and procurement planning); (ii) cash flow, work plans, annual budgets, and monthly analysis of performance against budget; and (iii) establishment of working procedures, among other related accounting services. Mr. De-Saban’s firm has represented both Israeli and international clients engaged in manufacturing, services, retail, food industry services, construction professionals, hi-tech research and development, programming, importers, exporters, foreign and domestic residents, real estate, financial services and healthcare. Mr. De-Saban has a Bachelor’s Degree in Economics from Tel-Aviv University and a degree as a CPA from Bar Ilan University, Israel.
Dr. Stanley Hirsch, Chairman of the Board. Dr. Hirsch was appointed as Chairman of the Board on July 24, 2017. Has extensive executive and board level experience for more than the past 25 years in private and publicly listed companies in biopharmaceutical and agricultural biotech industries, among others, including direct experience in raising capital and leading M&A activity together with multi-cultural management skills, having managed companies in Israel, Brazil, UK, China and the United States.

From May 2016 to the present, Dr. Hirsch has served as Chairman of the Board of Directors of Foamix Pharmaceuticals Ltd (NASDAQ: FOMX), an Israeli-based clinical-stage specialty pharmaceutical company in late-stage clinical development and commercializing two proprietary products for the treatment of acne, rosacea and other skin conditions. Foamix collaborates with leading global pharmaceutical companies in the creation and commercialization of its advanced skin treatment products.

From August 2007 to the present, Dr. Hirsch has served as Group CEO of FuturaGene Limited and its predecessor company, FuturaGene Plc, which was listed on the AIM-London Stock Exchange, prior to acquisition by Suzano Pulp and Paper of Brazil (SUZB, BOVESPA, Sao Paulo) in July 2010. FuturaGene Limited is a world leader in the development of environmentally friendly solutions that improve and protect crop yields, engaged in the development and delivery of sustainable genetic solutions for global forestry, biopower, biofuels, and agricultural markets.

Dr. Hirsch’s educational experience includes a D.Phil in Cell Biology and Immunology from Oxford University, UK, in 1982, a B.Sc. degree with honors in Medical Biochemistry from the University of Capetown, South Africa in 1979, among other academic honors and awards from Oxford University and University of Capetown.

Yossi Dagan, Chief Financial Officer: Mr. Dagan was appointed CFO on July 1, 2017. He is a Certified Public Accountant. From 2015 to present, Mr. Dagan has served as CFO of Top Image Systems Ltd (NASDAQ: TISA), a reporting company under the Securities Exchange Act of 1934 organized under the laws of Israel. TISA is a global company that employs 220 employees, principally in the US, Israel, Germany, UK, Singapore, Japan and Brazil. Prior to his position as CFO of TISA, Mr. Dagan served as VP of Finance at Kenshoo, an Israeli based global SaaS company employing 600 employees. At Kenshoo, Yossi was responsible for all aspects of Finance, including leading the financial planning and analysis team through a $100 million budget preparation which included revenue modeling, forecasting and application of other economic models. Prior to Kenshoo, Mr. Dagan served as Corporate Controller at Imperva Inc. (NYSE: IMPV), a leading provider of cyber security solutions in the cloud and on premises that protect business-critical data and applications. At Imperva, he was responsible for all accounting, tax and treasury operations and was centrally involved in the company moving from an early stage start-up through an IPO to become a successful global public company. Prior to Imperva, Mr. Dagan was a manager at PriceWaterhouseCoopers. He holds a CPA and a BA in Accounting and Business from The College of Management. Mr. Dagan began his accounting career at PriceWaterhouseCoopers in Israel in 2003, received his degree as a Certified Public Accountant in Israel in 2005 and received his Bachelor of Business degree with a major in accounting in 2003 from The College of Management, Rishon Le’Zion, Israe

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Director Independence

Mr. Hirsch is an independent director and Mr. Bignitz is not “independent” as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC.
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Based solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2016 and 2017 and (ii) certain written representations of our officers and directors, we believe that the following filings for our current officers and directors required to be madefile reports pursuant to Section 16(a) of the Exchange Act during and , have filed all Section 16(a) reports with respect to ownership disclosure effective as of December 31, 2016. While these Section 16(a) reports were not filedfiled subsequent to the year-ended December 31, 2016, our officers and directors have undertaken to remain in compliance with the requirements of Section 16(a) and file the requisite ownership reports on a timely basis.

The table below depicts late reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required Form as follows:

Name of person Number of late reports Number of transactions not reported on a timely basis Failure to file required form

Mordechai Bignitz, CEO since July 2014 Form 3 for appointment as CEO late on December 3, 2014
Form 5 for fiscal year 2016 filed late 0 in 2014
0 in 2015
1 in 2016 Form 5 for fiscal year 2014 not filed
Form 5 for fiscal year 2015 not filed
Form 4 for grant of options in 2016 not filed

Yossi Dagan, CFO since July 2017 Form 3 for appointment as CFO not filed yet 0 Form 3 since becoming CFO not filed.

Dr. Yehuda Baruch, Chief Science Officer since November 2016 Form 3 for appointment as officer in November 2016 was filed on June 28, 2017 1 in 2016 Form 4 for grant of options in 2016 was not filed
Form 5 for fiscal 2016 not yet filed

Alon Sinai, COO of OWC since July 2014 Form 3 for appointment as COO of OWC in July 2014 filed late 2 in 2014
1 in 2016 Form 4 of shares purchase on October 2014
Form 4 for share purchase in December 2014
Form 5 for fiscal 2014
Form 5 for fiscal 2015
Form 4 for grant of options in 2016
Form 5 for fiscal 2016

Dr. Stanley Hirsch, Chairman since July 2017. 0 0 in 2017 Form 3 for appointment on July 24, 2017 as Chairman not filed yet.

ITEM 11. EXECUTIVE COMPENSATIONBack to Table of Contents

The following table contains information concerning the compensation paid during each of the two years ended December 31, 2016 and 2015 to persons covered by Item 401(m)(2) of Regulation S-K (the “Named Executive Officers”).

Name and Principal Position Year Salary Stock
Awards Option Awards Total
Mordechai Bignitz, CEO and ChairmanDirector (1) 2016 $ 36,000 - - $ 36,000
2015 $ 12,000 - - $ 12,000

(1) Mr. Bignitz was appointed Chief Executive Officer on July 15, 2014 and received compensation of $1,000 per month pursuant to this services agreement. Commencing on January 1, 2016, Mr. Bignitz’ compensation was increased to $3,000 per month.

Agreements with Executive Officers

On July 15, 2014, the Company entered into a services agreement with Mr. Bignitz pursuant to which Mr. Bignitz agreed to serve as our Chief Executive Officer for compensation of $1,000 per month through December 31, 2015. Mr. Bignitz’s compensation for 2016 is $1,000 per month.

On July 11, 2014, the Company entered into a services agreement with Shmuel De-Saban our former CFO, pursuant to which Mr. De-Saban agreed to serve as our Chief Financial Officer for compensation consisting of 132,500 shares of common stock issued on October 23, 2014 and 62,916 shares of common stock issued on December 22, 2014.
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The table below provides information regarding the beneficial ownership of the common stock as of March 31August 20, 2017, of (1) each person or entity who owns beneficially 5% or more of the shares of our outstanding common stock, (2) each of our directors, (3) each of the Named Executive Officers, (4) our directors and officers as a group and (5) certain employees of our subsidiary OWC. Except as otherwise indicated, and subject to applicable community property laws, we believe the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them. Unless otherwise indicated below, the address for each beneficial owner listed is c/o OWC Pharmaceutical Research Corp., at 30 Shacham Street, P.O. Box 8324, Petach Tikva, 4918103, Israel.

Name of Beneficial Owner Shares of Common Stock Beneficially Owned (1) Percent of Class (2)
Mordechai Bignitz, Chief Executive Officer (3) 010,000,000 05.87 %
Shmuel De-Saban, Chief Financial Officer (3)Dr, Stanley Hirsch, Chairman 195,4160 *0 %
Dr. Yehuda Baruch%Yossi Dagan, Chief ScienceFinancial Officer (3) 0 (3)195,416 0* %
All directors and executive officers as a group (3 persons)Dr. Yehuda Baruch, Chief Science Officer (3) 195,4169,120,000 *5.35 %
Alon Sinai, COOAll directors and Interim CEO of OWCexecutive officers as a group (3 persons) 1,011,25019,315,416 0.7011.34 %
Yehuda Baruch, Director of ResearchAlon Sinai, COO and Regulatory Affairs for Interim CEO of OWC (3) 2,120,0008,011,250 1.464.70 %

* Less than one percent.
(1) Represents shares of common stock heldoutstanding as of March 31August 20, 2017 plusincluding 24,000,000 shares of common stock that may be acquired by our officers and directors upon exercise of options, warrants and other rights exercisable within 60 days of March 31August 20, 2017.
(2) Based on 144,719,287170,316,600 shares of our common stock outstanding as of March 31August 20, 2017, including 24,000,000 shares of common stock that may be acquired by our officers and directors upon exercise of options, warrants and other rights exercisable within 60 days of August 20, 2017.
(3) Under the Company’s 2016 ESOP, 10 million options were granted to Mr. Bignitz, 750,000 options were granted to Mr. De-Saban, and 7 million options were granted to Dr. Baruch and Mr. Sinai during 2016. Subject to the provisions of applicable Israeli laws, these options are held by a trustee and vest after a period of two years and, as a result, are not included in the above table.if any of the options are exercised prior to two years from the date of grant, the optionee will become subject to a significant tax penalty as opposed to the capital gains tax after the two-year period. Similarly, if an optionee revokes the trust, the optionee will also be exposed to the significant tax liability.