10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission File No. 000-54394

ONLINE DISRUPTIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada	27-1404923
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

3120 S. Durango Drive, Suite 305, Las Vegas, Nevada 89117
(Address of principal executive offices) (zip code)

702-579-7900
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]     No [   ]

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

Large accelerated filer [   ]	Accelerated filer                   [   ]
Non-accelerated filer   [   ]     (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1933 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [   ]     No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of November ♦, 2015, there were 98,979,174 shares of common stock, par value $0.001, outstanding.

ii

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4. CONTROLS AND PROCEDURES.	9
PART II - OTHER INFORMATION	9
ITEM 1. LEGAL PROCEEDINGS	9
ITEM 1A. RISK FACTORS	9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4. MINE SAFETY DISCLOSURES	17
ITEM 5. OTHER INFORMATION	17
ITEM 6. EXHIBITS	17
SIGNATURES	19

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

1

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(U.S. DOLLARS)

2

Online Disruptive Technologies, Inc.
Consolidated Balance Sheets

	September 30, 2015		December 31,
	(Unaudited)		2014
	$		$
ASSETS
Current Assets
Cash and Cash Equivalents	1,454,355		329,855
Prepaid expenses	4,780		4,803
VAT Receivable	95,613		22,361
Total Current Assets	1,554,748		357,019
Fixed Assets	31,416		3,959
Total Assets	1,586,164		360,978
LIABILITIES
Current Liabilities
Accounts Payable and Accrued Liabilities	191,970		835,726
Convertible debenture (Note 6)	1,304,573		-
Term Loan – Related Party (Note 4)	-		50,000
Total Current Liabilities	1,496,543		885,726
Term Loan – Related Party (Note 4)	-		15,275
Total Liabilities	1,496,543		901,001
EQUITY
Authorized:   20,000,000 Preferred Shares, par value $0.001   500,000,000 Common Shares, par value $0.001 Issued and outstanding:   Nil Preferred Shares   96,555,424 Shares (December 31, 2014:    82,636,433 Common Shares)	80,955		67,036
Additional Paid-in Capital	10,499,854		5,144,387
Accumulated Other Comprehensive Income (Loss)	(86,136	)	(93,964	)
(Deficit) Accumulated During the Development Stage	(10,413,168	)	(5,884,907	)
Equity Attributable to Shareholders of the Company	81,505		(767,448	)
Non-Controlling Interests	8,116		227,425
Total Equity	89,621		(540,023	)
Total Liabilities and Equity	1,586,164		360,978

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

Online Disruptive Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

	Three months		Three months		Nine months		Nine months
	ended		ended		ended		ended
	September 30,		September 30,		September 30,		September 30,
	2015		2014		2015		2014
General and Administrative Expenses	$		$		$		$
Accounting Fees	7,500		6,000		20,750		18,000
Audit & Tax Fees	5,230		6,625		37,330		41,835
Bank Fees	205		126		689		486
Consulting Fees	197,043		135,803		521,881		423,977
Filing and Transfer Agent Fees	3,223		1,678		7,942		8,319
Legal Fees	19,812		(786	)	49,738		19,762
Travel Expenses	10,502		1,944		17,884		7,583
Office and Miscellaneous Expense	4,622		1,751		7,263		7,493
Research and Development Expense	80,609		117,138		723,721		329,551
Marketing Expense	70		(10	)	31,757		512
Insurance Expense	9,507		4,347		48,213		44,254
Stock-Based Compensation	44,426		3,479		2,946,268		11,813
Meals & Entertainment Expenses	154		68		441		420
	(382,903	)	(278,163	)	(4,413,877	)	(914,005	)
Other Expense
Interest Expense	(47,565	)	(792	)	(83,292	)	(2,913	)
Foreign Currency Gain (Loss)	22,759		(2,107	)	(31,092	)	30,116
Net (Loss) for the period	(407,709	)	(281,062	)	(4,528,261	)	(886,802	)
Other Comprehensive Income
Currency translation adjustments	(26,581	)	-		7,828		-
Comprehensive Income (Loss) for the period	(434,290	)	(281,062	)	(4,520,433	)	(886,802	)
Net (Loss) attributable to:
Common Stockholders	(312,891	)	(251,224	)	(3,397,021	)	(792,653	)
Non-Controlling Interests	(94,818	)	(29,838	)	(1,131,240	)	(94,149	)
	(407,709	)	(281,062	)	(4,528,261	)	(886,802	)
Net Comprehensive Income (Loss) Attributable to:
Common Stockholders	(332,786	)	(251,224	)	(3,391,161	)	(792,653	)
Non-Controlling Interests	(101,504	)	(29,838	)	(1,129,272	)	(94,149	)
	(434,290	)	(281,062	)	(4,520,433	)	(886,802	)
Basic and Diluted Net Loss per Common Share	(0.00	)	(0.00	)	(0.05	)	(0.00	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	88,238,860		82,636,433		95,670,026		82,636,433

The accompanying notes are an integral part of these consolidated financial statement.

Online Disruptive Technologies, Inc.
Consolidated Statements of Cash Flows
(Unaudited)

		Nine months ended			Nine months ended
		September 30,			September 30,
		2015			2014
Cash flow from Operating Activities	$			$
Net loss for the period		(4,528,261	)		(886,802	)
Adjustment for items not involving cash:
Stock-Based Compensation		2,946,268			11,813
Foreign Exchange Gain/Loss		31,092			-
Imputed Interest		80,789			2,347
Amortization – Fixed Assets		5,058			-
Changes in non-cash working capital items:
(Increase) in VAT receivable		(72,781	)		(4,965	)
(Increase) in Prepaid Expense					3,402
Increase (decrease) in Accounts Payable and Accrued Liabilities		254,184			292,430
Net Cash (Used in) Operating Activities		(1,283,651	)		(581,775	)
Cash flow from Financing Activities
Common shares issued, Net of issuance costs		1,800,812			-
Non-Controlling Interests		708,483			310,977
Net Cash Provided by Financing Activities		2,509,295			310,977
Cash flow from Investing Activities
Cash utilized in Purchase of Assets		(37,881	)		-
Net Cash Provided by (Used in) Investing Activities		(37,881	)		-
Effects of Exchange rate changes on Cash and Cash Equivalents		(63,263	)		-
Net Increase in Cash and Cash Equivalents		1,124,500			(270,798	)
Cash and Cash equivalents, Beginning of Period		329,855			851,787
Cash and Cash equivalents, End of Period		1,454,355			580,989
Supplementary Information
Interest Paid		-			-
Income Taxes Paid		-			-

The accompanying notes are an integral part of these consolidated financial statements

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

Note 1 - Nature of Operations

Online Disruptive Technologies, Inc. (“ODT” or the “Company”) was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company was in the business of operating websites with advertising revenue platforms. However, as described below, the Company changed its primary business focus to the development and commercialization of a biotechnology platform. The Company has limited operations and in accordance with ASC 915, is considered a development stage company that has had no revenues from inception to date. The Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“RS” or “RelationshipScoreboard.com”), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as RS was deemed to be the acquirer, and these consolidated financial statements are a continuation of the financial statements of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved. The Company sold the website assets for $10 to an arm’s length individual and wrote off all supplier payables in the amount of $430.

On April 23, 2012, the Company established an Israeli subsidiary named Savicell Diagnostic Ltd. (“Savicell”) with the intention of exploring business ventures in the biotechnology sector. On July 25, 2012, Savicell entered into a definitive licensing agreement with a division of Tel Aviv University for the purpose of developing and commercializing a new technology relative to the early detection of various forms of disease. With the consummation of this transaction, the Company is now entirely focused on its biotechnology efforts.

These consolidated financial statements have been prepared with the ongoing assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital of $58,205 as at September 30, 2015 (December 31, 2014 – working capital deficit of $528,707) and an accumulated deficit of $10,431,168. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common shares and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or to generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company.

Note 2 - Significant Accounting Policies

a) Basis of Presentation

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at September 30, 2015 have been included.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

b) Principles of Consolidation

These consolidated financial statements include the accounts of the Company, its former wholly-owned subsidiary RS and its 75.02% interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

c) Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the year ended 2014, the management had a change in estimates with regards to the related party term loan (See Note 4) and Savicell’s functional currency.

d) Foreign Currency Translation

The Company’s functional currency is the U .S. dollar. Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive income.

In the year ended 2013, Savicell’s functional currency was the U.S. dollar. During the year 2014, with the increased volume of transactions in the local currency, the management reassessed Savicell’s functional currency to NIS based on the change in facts and effective as of January 1, 2014.

e) Cash and Cash Equivalents

Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of September 30, 2015 and December 31, 2014.

f) Stock-based Compensation

Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized as expense in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis.

g) Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The implementation of this standard had no impact on the Company’s financial statements.

h) Comprehensive Income (Loss)

The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

i) Earnings (Loss) Per Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period. Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the nine months ended September 30, 2015 and December 31, 2014 because the inclusion of such underlying shares would have had an anti-dilutive effect.

j) Financial Instruments and Fair Value of Financial Instruments

Fair Value of Financial Instruments – the Company adopted SFAS  ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

As at September 30, 2015, the fair value of cash and cash equivalents was measured using Level 1 inputs.

The carrying amounts reported in the consolidated balance sheets for the cash and cash equivalents, accounts payable and accrued liabilities and term loan (current portion) each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization.

k) Research and Development Costs

All research and development costs are charged to expense as incurred and consist principally of costs related to the License and Research Funding Agreement entered by the Company’s subsidiary with Ramot at Tel Aviv University (See Note 3).

l) Fixed Assets

Property and Equipment are recorded at cost and are amortized over their estimated useful life of 3 years on a straight line basis.

m) Derivative Financial Instruments

On April 15, 2015, the Company has issued a convertible debt instrument with a non-detachable conversion feature. The terms of the convertible debt instrument are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted separately from host contract, and recorded on the balance sheet at fair value. The fair value of the derivative liabilities is required to be re-valued at each reporting date, with corresponding changes in fair value recorded in the current period operating results.

n) Beneficial Conversion Feature

In accordance with ASC 470-20, Debt with Conversion and Other options, the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instrument is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

o) Modifications to debt

The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method.

p) Recently Adopted Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued operations and Disclosures of Disposals of Components of an Entity. The amendments in ASU 2014-08 change the criteria for reporting discontinued operations while enhancing disclosures in this area. They also address sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the entity's operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in this ASU are effective for the first quarter of 2015 for public entities with calendar year ends. The Company adopted ASU 2014-08 on January 1, 2015 and the adoption of this pronouncement did not have a material effect on the Company's consolidated financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". This ASU eliminates the concept of a development-stage entity from US GAAP along with the associated presentation and disclosure requirements for development-stage entities. The removal of the development stage entity reporting requirements is effective for annual reporting periods beginning after December 15, 2014 and does not have a material impact to the Company. The consolidation guidance was also amended to eliminate the development stage entity relief when applying the variable interest entity model and evaluating the sufficiency of equity at risk. The Company adopted ASU 2014-10 on January 1, 2015. The new standard requires these amendments be applied retrospectively.

q) Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). This accounting standard supersedes all existing US GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the consolidated financial statements and is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is evaluating the impact of ASU 2014-09 and an estimate of the impact to the consolidated financial statements cannot be made at this time. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The standard provides guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service condition is a performance condition. As a result, the target is not reflected in the estimation of the award's grant date fair value. Share-based compensation cost for such award would be recognized over the required service period, if it is probable that the performance condition will be achieved. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date of the standard. Companies also have the option to apply the guidance on a modified retrospective basis for awards with performance targets outstanding on or after the beginning of the first annual period presented after the effective date of the standard. The Company is evaluating the impact of ASU 2014-12 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is "substantial doubt about the entity's ability to continue as a going concern." The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter and early adoption is permitted. The Company is evaluating the impact of ASU 2014-15 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept of extraordinary items. Under this new guidance, entities will no longer be required to separately classify, present and disclose extraordinary events and transactions. The amendments in this update are effective for annual and interim periods beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-01 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis"("ASU 2015-02"). ASU 2015-02 makes several modifications to the consolidation guidance for variable interest entities ("VIEs") and general partners' investments in limited partnerships, as well as modifications to the evaluation of whether limited partnerships are VIEs or voting interest entities. It is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted.

In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-03 will require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the debt. ASU 2015-15 allows an entity to present debt issuance costs associated with a revolving line of credit arrangement as an asset, regardless of whether a balance is outstanding. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03 or ASU 2015-15. These ASU’s are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with early adoption permitted. ASU 2015-03 will require the Company to reclassify its deferred financing costs associated with its long-term debt from other assets to long-term debt on a retrospective basis. The new standard will not affect the Company’s results of operations or cash flows.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

In April 2015, FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”). ASU 2015-04 allows employers with a fiscal year end that does not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end. ASU 2015-04 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Prospective application is required, and early adoption is permitted.

In July 2015, FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that an entity measure inventory at the lower of cost and net realizable value. This ASU does not apply to inventory measured using last-in, first-out. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company does not expect the new standard to have a significant impact on its consolidated financial position, results of operations or cash flows.

The Company is evaluating the impact of the amended guidance on its consolidated financial statements. There have been no other accountings pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 3 – License and Research Funding Agreement

On July 25, 2012, the Company’s subsidiary Savicell entered into a License and Research Funding Agreement (“R&D Agreement”) with Ramot at Tel Aviv University (“Ramot”) pursuant to which:

• In the course of research performed at Tel-Aviv University ("TAU"), Prof. Fernando Patolsky has developed technology relating to early detection of diseases by measuring metabolic activity in the immune system;

• Savicell wishes to fund further research at TAU relating to such technology; and

• Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement.

Pursuant to the above noted R&D Agreement, Savicell will fund research expenditures amounting to a total of $1,600,000 according to the following schedule:

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

• $81,000 within 5 business days of the R&D Agreement (paid)

• Before October 2012; $359,500 plus VAT as applicable (paid)

• Before January 3, 2013; $359,500 plus VAT as applicable (paid)

• Before April 3, 2013; $400,000 plus VAT as applicable (paid)

• Before July 3, 2013; $400,000 plus VAT as applicable (paid)

The payments originally due on April 3, 2013 and July 3, 2013 were postponed by the parties until such time as the funds were actually required in furtherance of the joint research and development initiatives. As of September 30, 2015, the remaining balance of $800,000 has been paid in connection with the R&D agreement.

In addition, Savicell agreed to issue to Ramot warrants (the “Warrants”) to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The Warrants shall be exercisable at an exercise price equal to the par value of the Warrant Shares, at any time and from time to time or until Savicell completes a defined liquidity event. The fair value of the Warrant Shares has been estimated at $1,698.97 per Warrant Share which is equivalent to the price at which Savicell has issued shares to third party, for a total of $2,998,682. As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Upon successful development and commercialization and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to certain royalty payments as specified in the Agreement.

As at year ended December 31, 2014, Savicell incurred accumulated research and development of $4,278,165 which included the funding of $831,453 in connection with R&D Agreement and the fair value ($2,998,682) of Warrant Shares issued to Ramot.

During the nine months ended September 30, 2015, Savicell incurred research and development costs of $723,721 (September 30, 2014 - $329,551) which included the funding in connection with the R&D Agreement with Ramot. The research and development cost of $723,721 were included in the consolidated statements of operations and comprehensive loss.

Note 4 – Term Loan – Related Party

On November 4, 2011, the Company entered into a loan Agreement (“Loan Agreement”) with a shareholder of the Company to settle a loan payable in the amount of $74,062. Pursuant to the Loan Agreement, the terms of repayment were amended to specify that ten per cent (10%) of the gross proceeds of any prospective debt or equity financing undertaken by ODT would be applied to the repayment of the principal of this loan until fully repaid. The term loan is unsecured, non-interest bearing and requires that any balance remaining outstanding on November 4, 2016 would then be fully due and payable.

For the year ended 2013, the Company’s management had estimated that ODT would raise equity financing of $500,000 in each of 2013 and 2014 such that the loan payable would be fully repaid upon the equity raise in 2014. At that time, management had determined the net present value of the term loan as at the date of restructuring to be $58,229 by discounting the future anticipated repayments at a relative market rate of 11.68% . As a result of the restructuring, the Company recorded $15,833 of additional paid-in capital in 2013. During the year ended December 31, 2013, the Company recorded interest accretion of $5,572 (December 30, 2012 - $5,854).

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

For the year ended 2014, the Company’s management re-estimated the payment schedule assuming that ODT will raise equity financing of $500,000 and $1,000,000 in 2015 and 2016 respectively. Management believed it would be in a position to repay the first $50,000 in 2015 with the remainder of the loan being repaid in 2016. Management had determined the net present value of the term loan as at the date of restructuring to be $34,842 by discounting the future anticipated repayments at a relative market rate of 19.99% (2013 - 11.68%) . As a result of the re-estimation, the Company recorded $6,623 of interest expense recovery as at year ended December 31, 2014.

During the nine months ended September 30, 2015, the Company recorded interest accretion of $3,317.

In addition, on May 28, 2015, the Company entered into a debt settlement agreement pursuant to which the Company settled the term loan in the aggregate amount of $74,062 by the issuance of 462,890 common shares at a per share price of $0.16.

A summary of the Term Loan is as follows:

		September30, 2015			December 31, 2014
Term loan – face value	$	74,062		$	74,062
Effective interest rate – 19.99%		(39,220	)		(39,220	)
Net present value		34,842			34,842
Interest accretion		39,220			30,433
Total		74,062			65,275
Settlement of debt		(74,062	)		-
Current portion		-			50,000
Term loan – long term	$	-		$	15,275

Note 5 – Related Party Transactions

The Company completed the following related party transactions:

During the nine months ended September 30, 2015, the Company incurred consulting fees of $430,068 payable to its directors and officers and companies controlled by a former director/officer of the Company (for the quarter ended September 30, 2014 - $423,977). As at September 30, 2015, included in accounts payable and accrued liabilities are amounts of $27,000 (December 31, 2014-$160,433) that was payable to a company controlled by a former director/officer of the Company and $146,692 (December 31, 2014-$644,285) that was payable to current officers or directors of the Company.

See Notes 4 and 7.

Note 6 - Convertible debenture

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418 with an unsecured and non-interest bearing convertible debenture with beneficial conversion feature. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.055 over a seven year term.

As at September 30, 2015, the underlying common shares issuable pursuant to these convertible debentures totalled 15,498,510 and the Company recorded an intrinsic value of the beneficial conversion feature of convertible debenture at $2,247,284 in Additional Paid In Capital in the financial statements and recognized a loss of $2,621,966 on the extinguishment of debt in stock-based compensation expenses. The fair value of the debt component is determined to be $1,227,101 as at April 15, 2015. In addition, the Company recorded interest accretion of $77,472 during the nine months ended September 30, 2015. As at September 30, 2015, the fair value of the debt component is $1,304,573.

The fair value of the debt component has been estimated using a fair market interest of 22%. The fair value of the conversion feature has been estimated using a Black-Scholes option pricing model incorporating the following assumptions:

	September 30, 2015
Valuation Date	April 15, 2015
Expiry Date	April 15, 2022
Share Price at Grant Date	0.20
Exercise Price	0.055
Risk Free Interest	1.02%
Expected Life	7 years
Expected volatility	98.37%
Dividend Yield	-
Black Scholes Value	0.18

Note 7 –Equity

Common shares

On March 24, 2010, the Company issued 16,000,000 common shares (restricted shares) to the sole shareholder of RS to effect the acquisition and RTO. Prior to the acquisition and RTO (Note 1 and 2), RS engaged in the following equity transactions which have been restated using the exchange ratio established in the acquisition agreement to reflect 16,000,000 common shares issued in the reverse acquisition:

- On November 16, 2009, RS issued 1,000 common shares at $0.0001 per share for total proceeds of $0.10.

- On December 5, 2009, RS issued 15,999,000 common shares at $0.000025 per share for total proceeds of $400.

Prior to the acquisition and RTO (Note 1 and 2), the Company engaged in the followings equity transactions:

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

- On November 16, 2009, the Company issued 100 common shares at $0.001 per share for total proceeds of $0.10.

- On December 2, 2009, the Company issued 200,000 common shares at $0.01 per share for total proceeds of $2,000.

- On January 7, 2010, the Company issued 1,800,000 common shares at $0.01 per share for total proceeds of $18,000.

Upon the acquisition and RTO, 2,000,100 common shares issued by the Company prior to the acquisition were considered as a recapitalization to RS.

On February 24, 2011, the Company issued 6,000,000 common shares at $0.01 per share for total proceeds of $60,000.

On April 9, 2012, the Company issued 17,750,000 common shares at $0.001 per share for total proceeds of $17,750.

On May 23, 2012, the Company issued 12,000,000 common shares at $0.001 per share for total proceeds of $12,000.

The share issuance cost in connection with the issuance of 29,750,000 common shares was $5,900.

On July 10, 2012, the Company entered into debt settlement agreements with nine individuals whereby the Company collectively settled debts in the aggregate amount of $60,000 by the issuance of 8,000,000 common shares at a price per share of $0.0075. Included in the $60,000 total were the two loans of $25,000 each described more fully in Note 6 (Loans Payable – Related Parties).

On July 23, 2012, the Company issued 3,413,000 common shares at $0.01 per share for total proceeds of $34,130 and an additional 500,000 shares were issued as part of a debt settlement agreement in which $5,000 of an accounts payable debt was settled.

On November 16, 2012, the Company entered into debt settlement agreements with six employees or consultants of the Company whereby the Company collectively settled debts in the aggregate amount of $148,733 by the issuance of 14,873,333 common shares at a price per share of $0.01.

On November 23, 2012, the Company entered into debt settlement agreements with one director and one consultant of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $26,000 by the issuance of 2,100,000 common shares at a price per share of $0.01 and a cash payment of $5,000.

On April 15, 2015, the Company entered into debt conversion agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. Pursuant to the debt conversion option agreement, these individuals may convert a portion or all of the debt amount into common shares of the Company at a price per share of $0.055 over a seven year term. As at June 30, 2015, an intrinsic value of the beneficial conversion feature of convertible debenture at $2,247,284 as a result of the debt settlement is reflected in Additional Paid in Capital in the financial statements (see Note 6).

On April 19, 2015, the Company issued 3,550,000 common shares at $0.20 per share for total proceeds of $710,000.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

On May 22, 2015, the Company issued 500,000 common shares at $0.20 per share for total proceeds of $100,000.

On May 28, 2015, the Company entered into a debt settlement agreement pursuant to which the Company settled a related party term loan in the aggregate amount of $74,062 by the issuance of 462,890 common shares at $0.16 per share.

On June 23 2015, stock options previously granted by the Company were exercised resulting in the issuance of 481,179 common shares at $0.01 per share for total proceeds of $4,812.

On June 23, 2015, stock options previously granted by the Company were exercised resulting in the issuance of 100,000 commons shares at $0.01 per share for total proceeds of $1,000.

On June 25, 2015, the Company issued 5,000,000 common shares at $0.20 per share for total proceeds of $1,000,000.

On July 20, 2015, four shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 3,824,922 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on June 25, 2015. Total book value of the issued common shares is $611,987.

For the nine months ended September 30, 2015, the Company recorded share issue cost of $15,000 for the shares issued.

As at September 30, 2015 the Company has 96,555,424 common shares issued and outstanding.

Stock Options

On September 1, 2012, the Company granted a total of 9,750,000 stock options to our directors, officers, consultants and employees. The stock options are exercisable at the exercise price of $0.01 per share until September 1, 2022 and vest immediately.

On May 28, 2013, the Company granted a total of 962,358 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest on each of the first four anniversaries of the date of initial grant. The options were valued based on the

Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 69.20 -95.69%, expected life of 4 years and risk free interest rate of 0.48 -1.65% . On June 22, 2015, 481,179 of these options were exercised at $0.01 per share for total proceeds of $4,812. For the nine months ended September 30, 2015, the Company recorded stock based compensation of $106,159 for such options.

On August 22, 2013, the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.01 per share. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vest when consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years from August 22, 2013. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 73.40%, expected life of 4 years and risk free interest rate of 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $20,480 for such options.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

On November 11, 2013, the Company granted a total of 1,924,717 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest immediately and a quarter on each of the first three anniversaries of the date of initial grant. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 79.60 -96.09%, expected life of 7 years and risk free interest rate of 0.65 -1.65 % . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $141,155 for such options.

On January 1, 2014, the Company granted a total of 500,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest immediately and a quarter will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 78.44%, expected life of 5 years and risk free interest rate of 1.65% . As at December 31, 2014, the Company recorded stock based compensation of $970 for one quarter of the vested options. For the nine months ended September 30, 2015, none of the options granted were vested and the Company recorded stock based compensation of $nil for such options.

On May 4, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 79.42%, expected life of 5 years and risk free interest rate of 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $9,601 for such options.

On May 15, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. 25,000 of the options will vest immediately. Furthermore, 75,000 and 50,000 of the options respectively will vest on the first and second anniversaries that the consultant provides the services. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 88.84%, expected life of 5 years and risk free interest rate of 1.97% . For the year ended December 31, 2014, the Company recorded stock based compensation of $174 for such options. In addition on June 23, 2015, 100,000 of these options were exercised at $0.01 per share for total proceeds of $1,000. For the nine months ended September 30, 2015, the Company recorded stock based compensation of $14,325 for such options. On August 4, 2015 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. As at September 30, 2015, none of the performance condition has been met, therefore no stock based compensation expense was recognized.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

On August 7, 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at end of each completed year for which the consultant provides the services. As at September 30, 2015, none of the performance condition has been met, therefore no stock based compensation expense was recognized.

On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at the grant date of each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 94.25%, expected life of 7 years and risk free interest rate of 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $7,997 for such options.

				Weighted
	Number of			Average Exercise
	Options			Price	Expire date
Balance, December 31, 2012	9,750,000		$	0.01
Granted, on May 28, 2013	962,358			0.01	May 28, 2018
Granted, on August 22, 2013	800,000			0.01	August 22, 2018
Granted, on November 11, 2013	1,924,717			0.01	November 11, 2020
Balance, December 31, 2013	13,437,075			0.01
Granted, on January 1, 2014	500,000			0.01	January 1, 2019
Granted, on May 4, 2014	150,000			0.01	May 4, 2021
Granted, on May 15, 2014	150,000			0.01	May 15, 2019
Balance, December 31, 2014	14,237,075			0.01
Granted, on August 4, 2015	150,000			0.20	May 4, 2021
Granted, on August 7, 2015	120,000			0.20	August 7, 2021
Granted, on August 7, 2015	1,610,000			0.20	August 7, 2022
Granted, on September 1, 2015	150,000			0.20	September 1, 2022
Exercised during the period	(581,178	)		0.01
Balance, September 30, 2015	15,685,897		$	0.03

	Outstanding as at September 30, 2015					Exercisable as atSeptember30, 2015
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
Exercise		Number of		Exercise	Contractual	Number of		Exercise	Contractual
Price Options				Price	Life (years)	Options		Price	Life (years)
0.01		9,750,000	$	0.01	6.93 9,750,000		$	0.01	6.93
0.01		481,180		0.01	2.66	-		0.01	2.66
0.01		800,000		0.01	2.90	480,000		0.01	2.90
0.01		1,924,717		0.01	5.12	962,359		0.01	5.12
0.01		500,000		0.01	3.26	166,667		0.01	3.26
0.01		150,000		0.01	5.60	50,000		0.01	5.60
0.01		50,000		0.01	3.62	-		0.01	3.62
0.20		150,000		0.20	5.60	-		0.20	5.60
0.20		120,000		0.20	5.86	-		0.20	5.86
0.20		1,610,000		0.20	6.86	-		0.20	6.86
0.20		150,000		0.20	6.93	50,000		0.20	6.93
		15,685,897	$	0.03	6.21	11,459,026		0.01	6.56

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

Outstanding as at December 31, 2014						Exercisable as at December 31, 2014
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
	Exercise	Number of		Exercise	Contractual	Number of		Exercise	Contractual
	Price	Options		Price	Life (years)	Options		Price	Life (years)
	$ 0.01	9,750,000	$	0.01	7.67	9,750,000	$	0.01	7.67
	0.01	962,358		0.01	3.41	240,590		0.01	3.41
	0.01	800,000		0.01	3.64	226,667		0.01	3.64
	0.01	1,924,717		0.01	5.87	962,358		0.01	5.87
	0.01	500,000		0.01	4.01	166,667		0.01	4.01
	0.01	150,000		0.01	6.35	-		-
	0.01	150,000		0.01	4.37	25,000		0.01	4.37
		14,237,075	$	0.01	6.74	11,371,282	$	0.01	7.29

Non-Controlling Interests

The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non -related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing.

As at December 31, 2012, Savicell had issued a total of 684 shares at $1,698.97 per share representing approximately 5.11% of the fully diluted common equity of Savicell for aggregate proceeds of $1,162,192.

During the year ended December 31, 2013, Savicell issued a total of 760 shares at $1,700 per share representing approximately 5.68% of the fully diluted common equity of Savicell for aggregate proceeds of $1,292,000.

During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 74.67%, 13.18% and 12.15% respectively (2013-75.71%, 13.36% and 10.93%) .

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

During the nine months ended September 30, 2015, Savicell issued a total of 417 shares at $1,699 per share representing approximately 3.46% of the fully diluted common equity of Savicell for aggregate proceeds of $708,483. In addition, Savicell investors exchanged 360 Savicell shares for 3,824,922 of ODT common shares. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 75.02%, 12.78% and 12.20% respectively (December 31, 2014 -74.67%, 13.18% and 12.15%) . As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Note 8 – Commitments and Guarantees

The Company did not become a guarantor to any parties as at September 30, 2015.

1.	Effective November 1, 2011, the Company entered into a consulting agreement with 1367826 Ontario Limited (“OntarioCo”) pursuant to which OntarioCo is to provide certain consulting services to the Company including the provision of accounting, financial and regulatory advice. As consideration for the performance of the consulting services under the agreement, ODT agreed to pay OntarioCo the sum of $4,166.67 per month for the duration of the agreement, exclusive of any applicable sales tax. The agreement is for an indefinite period unless terminated by either party with sixty days advance written notice to the other party. Effective October 1, 2012 the quantum of the monthly fees was increased to $9,000 in recognition of the expanded scope of the Company’s activities.
2.	Effective November 1, 2011, the Company entered into a consulting agreement with Kerry Chow, pursuant to which she will provide the following consulting services to ODT: maintaining the accounting books and records on behalf of our company and our subsidiaries; preparing consolidated quarterly and annual financial statements for our company and our subsidiaries as well as assisting in the preparation of the related disclosure documents; coordinating the quarterly reviews and annual audits on behalf of our company and our subsidiaries; coordinating the preparation and filing of the annual income tax returns of our company and our subsidiaries; and any other accounting-related functions. As consideration for the performance of the consulting services under the agreement, ODT agreed to pay Kerry Chow the sum of $833.33 per month for the duration of the agreement, exclusive of any applicable sales tax. The agreement is for an indefinite period unless terminated by either party with sixty days advance written notice to the other party. Effective October 1, 2012, the quantum of the monthly fee was increased to $2,000 in recognition of the expanded scope of the Company’s activities.
3.	On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its new chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement will end on August 31, 2017 unless terminated early in accordance with the termination provisions contained within the employment agreement.

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
September 30, 2015
(Unaudited)

4.

On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its new chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of NIS 432,000, together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement will end on August 31, 2017 unless terminated early in accordance with the termination provisions contained within the employment agreement.

5.

On November 8, 2012, ODT and Savicell signed an employment agreement with Dr. Irit Arbel, its new vice president, research and development, which agreement entailed an effective date of September 1, 2012. In return for acting as its new vice president, research and development officer, the Company will provide Dr. Arbel an annual salary of NIS 408,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement will end on August 31, 2017 unless terminated early in accordance with the termination provisions contained within the employment agreement.

Note 9 – Subsequent Events

As at October 29, 2015, pursuant to the Savicell conversion and participation rights agreement, certain investors of Savicell have elected to exchange an aggregate 228 shares of Savicell for common shares of the Company. The conversion resulted in an issuance of 2,423,750 common shares at a price per share of $0.16. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 76.67, 12.78% and 10.55% respectively. (September 30, 2015 - 75.02%, 12.78% and 12.19%) .

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements made in this Form 10-Q include statements about:

• our anticipation that future broad clinical trial studies encompassing larger populations of cancer patients with varying cancers should reveal the full potential of the existing developed strategy;

• our beliefs regarding the future of our competitors;

• our belief that there is a large unmet need in cancer diagnostics exists in early diagnosis; accurate diagnosis;

• our belief that there is a need in this segment for an easier blood-based test that will increase compliance and minimize discomfort;

• our expectation that the demand for our products will eventually increase;

• our expectation that we will be able to raise capital when we need it; and

• our expectation that there is a new market for screening tests.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

• general economic and business conditions;

• our ability to identify attractive products and negotiate their acquisition or licensing;

• volatility in prices for our products;

• risks inherent in the pharmaceutical industry;

• competition for, among other things, capital, pharmaceutical products and skilled personnel; and

• other factors discussed under the section entitled “Risk Factors”.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this interim report on Form 10-Q and unless otherwise indicated, the terms “we”, “us” and “our” refer to Online Disruptive Technologies Inc. and our subsidiary, Savicell Diagnostic Ltd., an Israeli corporation (the “Subsidiary” or “Savicell”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Corporate Overview

We were incorporated in the State of Nevada on November 16, 2009 under the name “Online Disruptive Technologies, Inc.” with authorized capital of 500,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. On March 24, 2010, we entered into a share purchase agreement with Benjamin Cherniak, whereby we acquired all of the issued and outstanding shares of RelationshipScoreboard.com Entertainment, Inc. in consideration for the issuance of 16,000,000 of our common shares. RSE was incorporated in the State of Nevada on November 16, 2009. There were no related party interests in the acquisition of RelationshipScoreboard.com Entertainment, Inc.

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Pursuant to a license agreement and research funding agreement (the “License Agreement”) dated July 24, 2012 and entered into on July 25, 2012 executed by our Subsidiary and Ramot at Tel Aviv University Ltd. (“Ramot”), a private company incorporated in the State of Israel and having a place of business at 5 Shenker Street, Herzliah, Israel, our Subsidiary was granted a license to certain patented technology relating to the early detection of diseases by measuring metabolic activity in the immune system (the “Technology”). The products (the “Products”) means any instrument, device, process, method, product, component, or system that contain or is based on, in whole or in part, the Technology.

As consideration for the worldwide exclusive license of the Products, our Subsidiary will pay, issue and fund the following to Ramot:

(a)	a royalty (the “Royalty”) on worldwide net sales of the Products by our company and its affiliates or sublicensee;
(b)	a minimum annual royalty, credited against the Royalty;
(c)	percentages of all payments received in connection with a sublicense;
(d)	issue warrants to purchase, for nominal consideration, the number of common shares of the Subsidiary such that Ramot holds a minority interest in the Subsidiary; and
(e)	fund research expenditures for the research of the Technology.

After the entry into of the License Agreement, we are focused on the development of Savicell.

Our Current Business

Savicell

Savicell uses a revolutionary diagnostic platform that is positioned initially in the cancer diagnostic market. The technology uses blood samples to rapidly measure the body's response to disease intrusion and cell malformation. The immune system is the first to “read” cancer and Savicell interprets the language of the immune system’s response.

Savicell technology is a ground-breaking, high-throughput, in-vitro test for rapid quantitative measurement of the metabolic activity of the cell populations that the body deploys to diagnose disease. Initial application will focus on cancer diagnostics using blood samples. The Savicell patent pending approach maps the different metabolic response profiles as a method for early diagnosis and staging.

The immune system is designed to detect disease intrusion and cell malformation in our bodies, which includes cancer, and to eliminate them. In reaction to the presence of cancer the immune system is energized to respond. The initial reaction is intricate, deploying different metabolic pathways and different subtypes of cells. It is these differential responses that Savicell technology powerfully detects. The immune system is the first to “read” cancer and Savicell interprets the language of the immune system’s response. Savicell’s test is different because it is a functional test measuring the metabolic activation process of the immune system as an indicator of disease status. As an immune system test it is inherently suited for early detection.

The clinical results obtained show the capability to simply and rapidly diagnose cancer in a preliminary large population of cancer patients in comparison to a control healthy group. We anticipate that future broad clinical trial studies involving larger populations of cancer patients with varying cancers should reveal the full potential of the existing developed strategy.

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Obviously, many more tests are required in order to construct a meaningful and significant diagnostic classification. However, what is revealed to date is a major clear-cut shift of immune system metabolic activity pathways from oxidative phosphorylation to aerobic glycolysis between healthy patients and those with various cancer types. Savicell has commenced clinical testing and has realized encouraging early reviews of its breast cancer readout albeit on a relatively small sample size. Specifically, we distinguished between breast cancer patients and healthy donors, and lung cancer patients and healthy donors, with high sensitivity and specificity in both cancers. In addition, we were able to show that there is a metabolic profile difference between other breast disease donors and breast cancer donors, albeit on a relatively small sample size. We also were able to show that there is a metabolic profile difference between COPD donors and lung cancer donors, albeit on a relatively small sample size.

Results of Operations

Revenues

We have not earned any revenue from operations since our inception and further losses are anticipated in the development of our business. We are currently in the development stage of our business and we can provide no assurances that we will generate revenue in the foreseeable future.

Expenses

For the three and nine months ended September 30, 2015 and 2014, we incurred the following general and administrative expenses:

	Three months	Three months				Nine months	Nine months
	ended	ended				ended	ended
	September 30,	September 30,				September	September 30,
	2015	2014				30, 2015	2014
General and Administrative Expenses	$	$				$	$
Accounting Fees	7,500	6,000		25%		20,750	18,000	15%
Audit & Tax Fees	5,230	6,625		(21%	)	37,330	41,835	(11%	)
Bank Fees	205	126		63%		689	486	42%
Consulting Fees	197,043	135,803		45%		521,881	423,977	23%
Filing and Transfer Agent Fees	3,223	1,678		92%		7,942	8,319	(5%	)
Legal Fees	19,812	(786	)	N/A		49,738	19,762	152%
Travel Expenses	10,502	1,944		440%		17,884	7,583	136%
Office and Miscellaneous Expense	4,622	1,751		164%		7,263	7,493	(3%	)
Research and Development Expense	80,609	117,138		(31%	)	723,721	329,551	120%
Marketing Expense	70	(10	)	800%		31,757	512	6103%
Insurance Expense	9,507	4,347		119%		48,213	44,254	9%
Stock-Based Compensation	44,426	3,479		1177%		2,946,268	11,813	24,841%
Meals & Entertainment Expenses	154	68		126%		441	420	5%
	382,903	278,163				4,413,877	914,005

Our expenses increased by approximately 37.6% during the three months ended September 30, 2015 compared to the same period in 2014 primarily due to increased consulting fees and stock-based compensation. We have considerably expanded the scope and breadth of our clinical testing within the last six months and we have made the final research and development fees required to be paid to Ramot pursuant to the License Agreement. As a result of such expanded activity, our reliance on a wider array of consultants has increased. All research and development expenditures are expensed as incurred for accounting purposes.

In addition, our expenses increased by approximately 383% during the nine months ended September 30, 2015 compared to the same period in 2014 for the same reasons as the increase for the three month period ended September 30, 2015 except that the increase in stock based compensation was more pronounced over the nine month period. As we have recently completed new equity financings at a per share price of $0.20, the calculation related to stock-based compensation expense has increased markedly. The previous equity financings had been completed at a per share price of $0.01. Moreover, during the three months ended June 30, 2015, we have recognized losses of $2,645,952 related to the addition of a conversion feature to outstanding debt owed to employees and consultants of the Company. Such expense forms part of the stock-based compensation.

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Liquidity And Capital Resources

Working Capital

	September 30, 2015	December 31, 2014
Total Current Assets	1,554,748	357,019
Total Current Liabilities	1,496,543	885,726
Working Capital (Deficiency)	58,205	(528,707	)

Our working capital position has improved as a result of successful equity initiatives completed by both our company as well as Savicell. While a portion of the proceeds were used in furtherance of the research and development activities, the balance has been retained in cash.

Recent Financings and Stock Issuances

On April 15, 2015, we entered into debt conversion option agreements with four subscribers pursuant to which we have agreed to permit the subscribers to convert an aggregate amount of $852,418 owed to them by our company into an aggregate of up to 15,498,509 shares of common stock of our company at a price of $0.055 per share. At any time while our company’s shares are listed on a United States stock exchange or quotation system, if the average volume over a period of 30 trading days on the Exchange totals 50,000 shares traded per day and the market capitalization of our company’s shares based on the trading price on each such trading day totals a minimum of $40,000,000, we may provide notice to the subscriber that the subscriber’s conversion right will be terminated in ten business days unless so exercised.

We have received conversion notices from 10 Savicell investors and issued the following shares of common stock at a conversion price of $0.16 per share of common stock:

• On July 20, 2015 we issued 3,824,922 shares of common stock to four non-US persons;

• On October 29, 2015 we issued 2,423,750 shares of common stock to six non-US investors and one US investor.

On August 25, 2015 we executed four Board of Advisors Consulting Agreements and appointed four individuals to our Board of Advisors committee. Consideration for acting as advisors will be the grant of an aggregate amount of 1,730,000 stock options exercisable into shares of our company’s common stock at a price of $0.20 per option share. 1,610,000 of the aggregate options expire seven years from the date of issuance and 120,000 of the options expire in six years from the date of issuance. All such options vest as to one-third each year over three years starting one year after the date of grant. The options are subject to our company’s 2013 stock option plan.

In addition, one of the consultants will be paid a monthly consulting fee of $2,000, and all advisors will be reimbursed for out-of-pocket expenses incurred for carrying out their advisory services.

The consulting agreements are for an indefinite period unless terminated by either party with 30 days advance written notice to the other party.

We issued 120,000 stock options to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and we relied on the exemption from the registration requirements provided for in Section 4(2) of the Securities Act of 1933, as amended.

We issued 1,610,000 stock options to three non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in offshore transactions in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

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On September 1, 2015 we granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest on each of September 1, 2015, September 1, 2016 and September 1, 2017 provided that the employee remains an employee of our company or our subsidiaries.

Cash Flows

	Nine months ended	Nine months ended
	September 30, 2015	September 30, 2014
Net Cash (Used in) Operating Activities	(1,283,651)	(581,775)
Net Cash Provided by Financing Activities	2,509,295	310,977
Net Cash Provided by (Used in) Investing Activities	(37,881)	-
Net Increase in Cash and Cash Equivalents	1,124,500	(270,798)

Net Cash (Used in) Operating Activities

The increase in cash used in operating activities compared to the same period last year is primarily due to the significant increase in cash expended in furtherance of the research and development initiatives. Furthermore, incremental funds were expended on consultants that have been engaged to further our business initiatives

Net Cash Provided by Financing Activities

The increase in cash provided by financing activities compared to the same period last year results from the various equity financings completed by us during the 2015 fiscal year to date.

Cash Provided by (Used in) Investing Activities

The increase in cash used in investing activities compared to the same period last year results from the purchase of assets used in the furtherance of Savicell’s research and development.

Plan of Operation

We are an early-stage company. There exists substantial doubt that we can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no material revenues are anticipated until we further develop our business. There is no assurance we will reach this point.

Our primary objectives for the next 12 month period are to further develop the Technology and to advance the Technology so that it may be appropriate for broader clinical testing.

We estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Expense		Amount
Research and product development	$	1,000,000
Employee and consultant compensation		700,000
General and administration		60,000
Professional services fees		150,000
Regulation and compliance		40,000
Office and travel expenses		70,000
Sales, marketing and business development		60,000
Total:	$	2,080,000

If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we may be forced to curtail or cease the operation of our business.

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Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at September 30, 2015, our company has accumulated deficit of $10,413,168 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next 12 months.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted in their report on the financial statements for the year ended December 31, 2014, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We will require additional financing to fund our planned operations, including further development, clinical testing, regulatory requirements, and commercializing our existing assets. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly, the market for early development stage pharmaceutical company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. This evaluation was implemented under the supervision and with the participation of our Chief Executive Officer.

Based on this evaluation, management concluded that, as of September 30, 2015, our disclosure controls and procedures are not effective. The ineffectiveness of our disclosure controls and procedures was due to the existence of material weaknesses identified in our annual report on Form 10-K filed with the SEC on April 14, 2015.

Changes in Internal Control over Financial Reporting

During fiscal quarter ended September 30, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-Q in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

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Risks Related to our Company

The worldwide economic downturn may reduce our ability to obtain the financing necessary to continue our business and may reduce the number of viable products and businesses that we may wish to acquire. If we cannot raise the funds that we need or find a suitable product or business to acquire, we may go out of business and investors will lose their entire investment in our company.

Since 2008, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these economic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in fewer business opportunities as companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations. We may not be able to raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable. If we cannot raise the funds that we need or find a suitable product or business to acquire, we will go out of business. If we go out of business, investors will lose their entire investment in our company.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. We expect that our operating expenses will increase over the next 12 months as we ramp-up our business. We estimate our average monthly expenses over the next 12 months to be approximately $90,000, including general and administrative expenses but excluding acquisition costs and the cost of any research expenditures . In addition, we anticipate expending $1,000,000 in research and development initiatives. Accordingly, the total commitments for the ensuing year will likely aggregate to $2,080,000. On September 30, 2015, we had cash and cash equivalents of $1,454,355. As of September 30, 2015, we had total liabilities of $1,496,543. If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms.

We may need to raise additional funds in the future which may not be available on acceptable terms or at all.

We may consider issuing additional debt or equity securities in the future to fund potential acquisitions or investments, to refinance existing debt, or for general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses. We may not be able to market such issuances on favorable terms, or at all, in which case, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements.

We are an early-stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are an early-stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

10

Because our directors and officers are not all residents of the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.

Our directors and officer are not all residents of the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

If we are unable to successfully recruit and retain qualified personnel, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting and retaining qualified personnel having experience in the pharmaceutical industry. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Risks Relating to our Operations in Israel

Conditions in Israel and the surrounding Middle East may materially adversely affect our Subsidiary’s operations and personnel.

Our Subsidiary has significant operations in Israel, including research and development. Since the establishment of the State of Israel in 1948, a number of armed conflicts and terrorist acts have taken place, which in the past, and may in the future, lead to security and economic problems for Israel. In addition, certain countries in the Middle East adjacent to Israel, including Egypt and Syria, recently experienced and some continue to experience political unrest and instability marked by civil demonstrations and violence, which in some cases resulted in the replacement of governments and regimes. Current and future conflicts and political, economic and/or military conditions in Israel and the Middle East region may affect our operations in Israel. The exacerbation of violence within Israel or the outbreak of violent conflicts involving Israel may impede our Subsidiary’s ability to engage in research and development, or otherwise adversely affect its business or operations. In addition, our Subsidiary’s employees in Israel may be required to perform annual mandatory military service and are subject to being called to active duty at any time under emergency circumstances. The absence of these employees may have an adverse effect on our Subsidiary’s operations. Hostilities involving Israel may also result in the interruption or curtailment of trade between Israel and its trading partners, which could materially adversely affect our results of operations.

The ability of our Subsidiary to pay dividends is subject to limitations under Israeli law and dividends paid and loans extended by our Subsidiary may be subject to taxes.

The ability of our Subsidiary to pay dividends is governed by Israeli law, which provides that dividends may be paid by an Israeli corporation only out of its earnings as defined in accordance with the Israeli Companies Law of 1999, provided that there is no reasonable concern that such payment will cause such subsidiary to fail to meet its current and expected liabilities as they come due. Cash dividends paid by an Israeli corporation to United States resident corporate parents are subject to provisions of the Convention for the Avoidance of Double Taxation between Israel and the United States, which may result in our Subsidiary having to pay taxes on any dividends it declares.

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Risks Relating to the Pharmaceutical Business

If we are unable to successfully acquire, develop or commercialize new products, our operating results will suffer.

Our future results of operations will depend to a significant extent upon our ability to successfully develop and commercialize new products and businesses in a timely manner. There are numerous difficulties in, developing and commercializing new products, including:

• there are still major developmental steps required to bring the product to a clinical testing stage;

• clinical testing may not be positive;

• developing, testing and manufacturing products in compliance with regulatory standards in a timely manner;

• failure to receive requisite regulatory approvals for such products in a timely manner or at all;

• developing and commercializing a new product is time consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products;

• incomplete, unconvincing or equivocal clinical trials data;

• experiencing delays or unanticipated costs;

• significant and unpredictable changes in the payer landscape, coverage and reimbursement for our products;

• experiencing delays as a result of limited resources at regulatory agencies; and

• changing review and approval policies and standards at regulatory agencies.

As a result of these and other difficulties, products in development by us may or may not receive timely regulatory approvals, or approvals at all, necessary for marketing by us or other third-party partners. If any of our products are not approved in a timely fashion or, when acquired or developed and approved, cannot be successfully manufactured, commercialized or reimbursed, our operating results could be adversely affected. We cannot guarantee that any investment we make in developing products will be recouped, even if we are successful in commercializing those products.

Our expenditures may not result in commercially successful products.

We cannot be sure our business expenditures will result in the successful acquisition, development or launch of products that will prove to be commercially successful or will improve the long-term profitability of our business. If such business expenditures do not result in successful acquisition, development or launch of commercially successful brand products our results of operations and financial condition could be materially adversely affected.

Third parties may claim that we infringe their proprietary rights and may prevent us from manufacturing and selling some of our products.

The manufacture, use and sale of new products that are the subject of conflicting patent rights have been the subject of substantial litigation in the pharmaceutical industry. These lawsuits relate to the validity and infringement of patents or proprietary rights of third parties. Litigation may be costly and time-consuming, and could divert the attention of our management and technical personnel. In addition, if we infringe on the rights of others, we could lose our right to develop, manufacture or market products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. Although the parties to patent and intellectual property disputes in the pharmaceutical industry have often settled their disputes through licensing or similar arrangements, the costs associated with these arrangements may be substantial and could include ongoing royalties. Furthermore, we cannot be certain that the necessary licenses would be available to us on commercially reasonable terms, or at all. As a result, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling our products, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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Extensive industry regulation has had, and will continue to have, a significant impact on our business, especially our product development, manufacturing and distribution capabilities.

All pharmaceutical companies are subject to extensive, complex, costly and evolving government regulation. For the U.S., this is principally administered by the FDA and to a lesser extent by the DEA and state government agencies, as well as by varying regulatory agencies in foreign countries where products or product candidates are being manufactured and/or marketed. The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other federal statutes and regulations, and similar foreign statutes and regulations, govern or influence the testing, manufacturing, packing, labeling, storing, record keeping, safety, approval, advertising, promotion, sale and distribution of our products.

Under these regulations, we may become subject to periodic inspection of our facilities, procedures and operations and/or the testing of our products by the FDA, the DEA and other authorities, which conduct periodic inspections to confirm that we are in compliance with all applicable regulations. In addition, the FDA and foreign regulatory agencies conduct pre-approval and post-approval reviews and plant inspections to determine whether our systems and processes are in compliance with GMP and other regulations. Following such inspections, the FDA or other agency may issue observations, notices, citations and/or warning letters that could cause us to modify certain activities identified during the inspection. FDA guidelines specify that a warning letter is issued only for violations of “regulatory significance” for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action. We may also be required to report adverse events associated with our products to the FDA and other regulatory authorities. Unexpected or serious health or safety concerns would result in labeling changes, recalls, market withdrawals or other regulatory actions.

The range of possible sanctions includes, among others, FDA issuance of adverse publicity, product recalls or seizures, fines, total or partial suspension of production and/or distribution, suspension of the FDA’s review of product applications, enforcement actions, injunctions, and civil or criminal prosecution. Any such sanctions, if imposed, could have a material adverse effect on our business, operating results, financial condition and cash flows. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Similar sanctions as detailed above may be available to the FDA under a consent decree, depending upon the actual terms of such decree. If internal compliance programs do not meet regulatory agency standards or if compliance is deemed deficient in any significant way, it could materially harm our business.

The product would be licensed for sale in the EU through an EC certification process, frequently shorthanded as “CE Mark” under the IVDD 98/79/EC. It is possible that general controls are sufficient and a conformity assessment of a QMS would be sufficient to support clinical testing in the EU. If a Notified Body must be used, the CE Marking process has two stages: a certification of the manufacturer’s QMS (ability to safely develop devices) and the certification of the device performance and safety itself. Regulatory approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements.

Further trials and other costly and time-consuming assessments of the product may be required to obtain or maintain regulatory approval. We may be required to conduct additional trials beyond those currently planned, which could require significant time and expense.

13

The diagnostic industry is highly competitive.

The diagnostic industry has an intensely competitive environment that will require an ongoing, extensive search for technological innovations and the ability to market products effectively, including the ability to communicate the effectiveness, safety and value of products to healthcare professionals in private practice, group practices and payers in managed care organizations, group purchasing organizations and Medicare & Medicaid services. We are smaller than almost all of our competitors. Most of our competitors have been in business for a longer period of time than us, have a greater number of products on the market and have greater financial and other resources than we do. Furthermore, recent trends in this industry are toward further market consolidation of large drug companies into a smaller number of very large entities, further concentrating financial, technical and market strength and increasing competitive pressure in the industry. If we directly compete with them for the same markets and/or products, their financial strength could prevent us from capturing a profitable share of those markets. It is possible that developments by our competitors will make any products or technologies that we acquire non-competitive or obsolete.

Even if our product candidates receive regulatory approval, they may still face future development and regulatory difficulties.

Even if U.S. regulatory approval or clearance is obtained, the FDA can impose significant restrictions on a product’s indicated uses or marketing or may impose ongoing requirements for potentially costly post-approval studies. Any of these restrictions or requirements could adversely affect our potential product revenues. Our product candidates will also be subject to ongoing FDA requirements for the labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information on the drug. In addition, approved products, manufacturers and manufacturers’ facilities are subject to continual review and periodic inspections. If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If our product candidates fail to comply with applicable regulatory requirements, such as current Good Manufacturing Practices, or “CGMPs”, a regulatory agency may:

• issue warning letters or untitled letters;

• require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;

• impose other civil or criminal penalties;

• suspend regulatory approval;

• suspend any ongoing clinical trials;

• refuse to approve pending applications or supplements to approved applications filed by us;

• impose restrictions on operations, including costly new manufacturing requirements; or

• seize or detain products or require a product recall.

Our commercialization efforts will be greatly dependent upon our ability to demonstrate product efficacy in clinical trials. Laboratories will be reluctant to order our products, and medical practitioners will be reluctant to prescribe our products, without compelling supporting data. The failure to demonstrate efficacy in our clinical trials, or a delay or failure to complete our clinical trials, would have a material adverse effect on our business, prospects, financial condition and operating results.

14

Our failure to convince medical practitioners to use our technologies will limit our revenue and profitability.

If we, or our commercialization partners, fail to convince medical practitioners to prescribe products using our technologies, we will not be able to sell our products or license our technologies in sufficient volume for our business to become profitable. We will need to make leading physicians aware of the benefits of products using our technologies through published papers, presentations at scientific conferences and favorable results from our clinical studies. Our failure to be successful in these efforts would make it difficult for us to convince medical practitioners to prescribe products using our technologies for their patients. Failure to convince medical practitioners to prescribe our products will damage our commercialization efforts and would have a material adverse effect on our business, prospects, financial condition and operating results.

We may not be able to market or generate sales of our products to the extent anticipated.

Assuming that we are successful in receiving regulatory clearances to market any of our products, our ability to successfully penetrate the market and generate sales of those products may be limited by a number of factors, including the following:

• Certain of our competitors in the field have already received regulatory approvals for and have begun marketing similar products, which may result in greater physician awareness of their products as compared to ours;

• Information from our competitors or the academic community indicating that current products or new products are more effective than our products could, if and when it is generated, impede our market penetration or decrease our existing market share;

• The price for our products, as well as pricing decisions by our competitors, may have an effect on our revenues; and

• Our revenues may diminish if third-party payers, including private health coverage insurers and health maintenance organizations, do not provide adequate coverage or reimbursement for our products.

If any of our future marketed products were to experience problems related to their efficacy, safety, or otherwise, or if new, more effective treatments were to be introduced, our revenues from such marketed products could decrease.

If any of our current or future marketed products become the subject of problems, including those related to, among others:

• efficacy or safety concerns with the products, even if not justified;

• regulatory proceedings subjecting the products to potential recall;

• publicity affecting doctor prescription or patient use of the product;

• pressure from competitive products; or

• introduction of more effective tests.

Our revenues from such marketed products could decrease. For example, efficacy or safety concerns may arise, whether or not justified, that could lead to the recall or withdrawal of such marketed products. In the event of a recall or withdrawal of a product, our revenues would significantly decline.

Risks Relating to our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or products and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

15

Trading of our stock is restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

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

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Markets Pink Sheets, there is no market for our common stock. Even when a market is established and trading begins, trading through the OTC Markets Pink Sheets is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

16

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Since the beginning of the three month period ended September 30, 2015, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in an annual report on Form 10-K, in a quarterly report on Form 10-Q or in a current report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	License and Research Funding Agreement dated July 25, 2012 between Ramot at Tel Aviv University Ltd. and Savicell Diagnostic Ltd. (portions of the exhibit has been omitted pursuant to a request for confidential treatment) (incorporated by reference to an exhibit to a current report on Form 8-K filed July 16, 2013)
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
3.2	Bylaws (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
(10)	Material Contracts
10.1	Loan Terms Agreement dated February 13, 2012 with Ori Ackerman (incorporated by reference to an exhibit to a current report on Form 8-K filed February 13, 2012)
10.2	Form of Subscription Agreement for Non-US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.3	Form of Subscription Agreement for US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.4	Form of Shares for Debt Agreement for Canadian Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed July 18, 2012)
10.5	Form of Subscription Agreement for Non-US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed July 18, 2012)

17

Exhibit Number	Description
10.6	Warrant Agreement dated July 25, 2012 between Savicell Diagnostic Ltd. and Ramot at Tel Aviv University Ltd. (incorporated by reference to an exhibit to a current report on Form 8-K filed August 19, 2013)
10.7	Employment Agreement with Giora Davidovits dated September 1, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed September 19, 2012)
10.8	Form of Conversion and Participation Rights Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 1, 2012)
10.9	Employment Agreement with Eyal Davidovits dated October 30, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed November 5, 2012)
10.10	Form of Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.11	Form of Offshore Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.12	Form of Canadian Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.13	Form of Debt Conversion Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.14	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.15	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.16	Shares for Debt Acknowledgement and Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.17	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed July 9, 2015)
10.18	Form of Board of Advisors Consulting Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
10.19	Form of Stock Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
(21)	Subsidiaries
21.1	Savicell Diagnostic Ltd. our approximately 76.67% subsidiary incorporated in Israel on April 23, 2012
21.2	Savicell Ltd.
(33)	Certification
31.1*	Section 302 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Giora Davidovits
(101)	XBRL
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filed herewith.

18

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

By
	/s/ Giora Davidovits
	Giora Davidovits
	Chief Executive Officer, Chief Financial Officer,
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

November 13, 2015

19

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Giora Davidovits, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Online Disruptive Technologies, 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 statements made, 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 financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that 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, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’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 to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2015

/s/ Giora Davidovits

Giora Davidovits

Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Online Disruptive Technologies, Inc. for the interim period ended September 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Online Disruptive Technologies, Inc.

Dated: November 13, 2015

/s/ Giora Davidovits

Giora Davidovits, Chief Executive Officer,

Chief Financial Officer, President, Secretary and Treasurer

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Online Disruptive Technologies, Inc. and will be retained by Online Disruptive Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Equity (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) yr $ / shares shares
Equity 1 | shares	16,000,000
Equity 2 | shares	16,000,000
Equity 3 | shares	1,000
Equity 4 | $ / shares	$ 0.0001
Equity 5	$ 0.10
Equity 6 | shares	15,999,000
Equity 7 | $ / shares	$ 0.000025
Equity 8	$ 400
Equity 9 | shares	100
Equity 10 | $ / shares	$ 0.001
Equity 11	$ 0.10
Equity 12 | shares	200,000
Equity 13 | $ / shares	$ 0.01
Equity 14	$ 2,000
Equity 15 | shares	1,800,000
Equity 16 | $ / shares	$ 0.01
Equity 17	$ 18,000
Equity 18 | shares	2,000,100
Equity 19 | shares	6,000,000
Equity 20 | $ / shares	$ 0.01
Equity 21	$ 60,000
Equity 22 | shares	17,750,000
Equity 23 | $ / shares	$ 0.001
Equity 24	$ 17,750
Equity 25 | shares	12,000,000
Equity 26 | $ / shares	$ 0.001
Equity 27	$ 12,000
Equity 28 | shares	29,750,000
Equity 29	$ 5,900
Equity 30	$ 60,000
Equity 31 | shares	8,000,000
Equity 32	$ 0.0075
Equity 33	60,000
Equity 34	$ 25,000
Equity 35 | shares	3,413,000
Equity 36 | $ / shares	$ 0.01
Equity 37	$ 34,130
Equity 38 | shares	500,000
Equity 39	$ 5,000
Equity 40	$ 148,733
Equity 41 | shares	14,873,333
Equity 42	$ 0.01
Equity 43	$ 26,000
Equity 44 | shares	2,100,000
Equity 45	$ 0.01
Equity 46	5,000
Equity 47	852,418
Equity 48	0.055
Equity 49	$ 2,247,284
Equity 50 | shares	3,550,000
Equity 51 | $ / shares	$ 0.20
Equity 52	$ 710,000
Equity 53 | shares	500,000
Equity 54 | $ / shares	$ 0.20
Equity 55	$ 100,000
Equity 56	$ 74,062
Equity 57 | shares	462,890
Equity 58 | $ / shares	$ 0.16
Equity 59 | shares	481,179
Equity 60 | $ / shares	$ 0.01
Equity 61	$ 4,812
Equity 62 | shares	100,000
Equity 63 | $ / shares	$ 0.01
Equity 64	$ 1,000
Equity 65 | shares	5,000,000
Equity 66 | $ / shares	$ 0.20
Equity 67	$ 1,000,000
Equity 68 | shares	3,824,922
Equity 69 | $ / shares	$ 0.16
Equity 70	80.00%
Equity 71	$ 611,987
Equity 72	$ 15,000
Equity 73 | shares	96,555,424
Equity 74 | shares	9,750,000
Equity 75 | $ / shares	$ 0.01
Equity 76 | shares	962,358
Equity 77 | $ / shares	$ 0.01
Equity 78	0
Equity 79	69.20
Equity 80	95.69%
Equity 81 | yr	4
Equity 82	0.48
Equity 83	1.65%
Equity 84	481,179
Equity 85 | $ / shares	$ 0.01
Equity 86	$ 4,812
Equity 87	$ 106,159
Equity 88 | shares	800,000
Equity 89 | $ / shares	$ 0.01
Equity 90	480,000
Equity 91 | shares	320,000
Equity 92	600
Equity 93 | yr	4
Equity 94	50
Equity 95	0
Equity 96	73.40%
Equity 97 | yr	4
Equity 98	1.65%
Equity 99	$ 20,480
Equity 100 | shares	1,924,717
Equity 101 | $ / shares	$ 0.01
Equity 102	0
Equity 103	79.60
Equity 104	96.09%
Equity 105 | yr	7
Equity 106	0.65
Equity 107	1.65%
Equity 108	$ 141,155
Equity 109 | shares	500,000
Equity 110 | $ / shares	$ 0.01
Equity 111	0
Equity 112	78.44%
Equity 113 | yr	5
Equity 114	1.65%
Equity 115	$ 970
Equity 116	$ 0
Equity 117 | shares	150,000
Equity 118 | $ / shares	$ 0.01
Equity 119	0
Equity 120	79.42%
Equity 121 | yr	5
Equity 122	1.65%
Equity 123	$ 9,601
Equity 124 | shares	150,000
Equity 125 | $ / shares	$ 0.01
Equity 126	25,000
Equity 127	75,000
Equity 128	50,000
Equity 129	0
Equity 130	88.84%
Equity 131 | yr	5
Equity 132	1.97%
Equity 133	$ 174
Equity 134	100,000
Equity 135 | $ / shares	$ 0.01
Equity 136	$ 1,000
Equity 137	$ 14,325
Equity 138 | shares	150,000
Equity 139 | $ / shares	$ 0.20
Equity 140 | shares	1,730,000
Equity 141 | $ / shares	$ 0.20
Equity 142 | shares	150,000
Equity 143 | $ / shares	$ 0.20
Equity 144	0
Equity 145	94.25%
Equity 146 | yr	7
Equity 147	1.65%
Equity 148	$ 7,997
Equity 149 | shares	1,765
Equity 150	15.00%
Equity 151 | shares	592
Equity 152 | $ / shares	$ 1,698.97
Equity 153	4.79%
Equity 154	$ 1,005,795
Equity 155	80.00%
Equity 156	$ 500,000
Equity 157	$ 30,000,000
Equity 158 | shares	684
Equity 159 | $ / shares	$ 1,698.97
Equity 160	5.11%
Equity 161	$ 1,162,192
Equity 162 | shares	760
Equity 163 | $ / shares	$ 1,700
Equity 164	5.68%
Equity 165	$ 1,292,000
Equity 166 | shares	183
Equity 167 | $ / shares	$ 1,699
Equity 168	1.37%
Equity 169	$ 310,977
Equity 170	74.67%
Equity 171	13.18%
Equity 172	12.15%
Equity 173	75.71%
Equity 174	13.36%
Equity 175	10.93%
Equity 176 | shares	417
Equity 177 | $ / shares	$ 1,699
Equity 178	3.46%
Equity 179	$ 708,483
Equity 180 | shares	360
Equity 181	3,824,922
Equity 182	75.02%
Equity 183	12.78%
Equity 184	12.20%
Equity 185	74.67%
Equity 186	13.18%
Equity 187	12.15%
Equity 188 | shares	1,765
Equity 189 | $ / shares	$ 1,698.97

XML

Term Loan - Related Party

9 Months Ended

Sep. 30, 2015

Term Loan - Related Party [Text Block]

Note 4 – Term Loan – Related Party

On November 4, 2011, the Company entered into a loan Agreement (“Loan Agreement”) with a shareholder of the Company to settle a loan payable in the amount of $74,062. Pursuant to the Loan Agreement, the terms of repayment were amended to specify that ten per cent ( 10%) of the gross proceeds of any prospective debt or equity financing undertaken by ODT would be applied to the repayment of the principal of this loan until fully repaid. The term loan is unsecured, non-interest bearing and requires that any balance remaining outstanding on November 4, 2016 would then be fully due and payable.

For the year ended 2013, the Company’s management had estimated that ODT would raise equity financing of $500,000 in each of 2013 and 2014 such that the loan payable would be fully repaid upon the equity raise in 2014. At that time, management had determined the net present value of the term loan as at the date of restructuring to be $58,229 by discounting the future anticipated repayments at a relative market rate of 11.68% . As a result of the restructuring, the Company recorded $15,833 of additional paid-in capital in 2013. During the year ended December 31, 2013, the Company recorded interest accretion of $5,572 (December 30, 2012 - $5,854).

For the year ended 2014, the Company’s management re-estimated the payment schedule assuming that ODT will raise equity financing of $500,000 and $1,000,000 in 2015 and 2016 respectively. Management believed it would be in a position to repay the first $50,000 in 2015 with the remainder of the loan being repaid in 2016. Management had determined the net present value of the term loan as at the date of restructuring to be $34,842 by discounting the future anticipated repayments at a relative market rate of 19.99% (2013 – 11.68%) . As a result of the re-estimation, the Company recorded $6,623 of interest expense recovery as at year ended December 31, 2014.

During the nine months ended September 30, 2015, the Company recorded interest accretion of $3,317.

In addition, on May 28, 2015, the Company entered into a debt settlement agreement pursuant to which the Company settled the term loan in the aggregate amount of $74,062 by the issuance of 462,890 common shares at a per share price of $0.16.

A summary of the Term Loan is as follows:

		September30, 2015			December 31, 2014
Term loan – face value	$	74,062		$	74,062
Effective interest rate – 19.99%		(39,220	)		(39,220	)
Net present value		34,842			34,842
Interest accretion		39,220			30,433
Total		74,062			65,275
Settlement of debt		(74,062	)		-
Current portion		-			50,000
Term loan – long term	$	-		$	15,275

XML

Schedule of Convertible Debt (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) yr
Convertible Debenture Schedule Of Convertible Debt 1	0.20
Convertible Debenture Schedule Of Convertible Debt 2	0.055
Convertible Debenture Schedule Of Convertible Debt 3	1.02%
Convertible Debenture Schedule Of Convertible Debt 4 | yr	7
Convertible Debenture Schedule Of Convertible Debt 5	98.37%
Convertible Debenture Schedule Of Convertible Debt 6	$ 0
Convertible Debenture Schedule Of Convertible Debt 7	0.18

XML

Schedule of Term Loan - Related Party (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Term Loan - Related Party Schedule Of Term Loan - Related Party 1	$ 74,062
Term Loan - Related Party Schedule Of Term Loan - Related Party 2	$ 74,062
Term Loan - Related Party Schedule Of Term Loan - Related Party 3	19.99%
Term Loan - Related Party Schedule Of Term Loan - Related Party 4	$ (39,220)
Term Loan - Related Party Schedule Of Term Loan - Related Party 5	(39,220)
Term Loan - Related Party Schedule Of Term Loan - Related Party 6	34,842
Term Loan - Related Party Schedule Of Term Loan - Related Party 7	34,842
Term Loan - Related Party Schedule Of Term Loan - Related Party 8	39,220
Term Loan - Related Party Schedule Of Term Loan - Related Party 9	30,433
Term Loan - Related Party Schedule Of Term Loan - Related Party 10	74,062
Term Loan - Related Party Schedule Of Term Loan - Related Party 11	65,275
Term Loan - Related Party Schedule Of Term Loan - Related Party 12	(74,062)
Term Loan - Related Party Schedule Of Term Loan - Related Party 13	0
Term Loan - Related Party Schedule Of Term Loan - Related Party 14	0
Term Loan - Related Party Schedule Of Term Loan - Related Party 15	50,000
Term Loan - Related Party Schedule Of Term Loan - Related Party 16	0
Term Loan - Related Party Schedule Of Term Loan - Related Party 17	$ 15,275

XML

Schedule of Share-based Compensation, Stock Options, Activity (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 1	$ 9,750,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 2	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 3	$ 962,358
Equity Schedule Of Share-based Compensation, Stock Options, Activity 4	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 5	$ 800,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 6	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 7	$ 1,924,717
Equity Schedule Of Share-based Compensation, Stock Options, Activity 8	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 9	$ 13,437,075
Equity Schedule Of Share-based Compensation, Stock Options, Activity 10	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 11	$ 500,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 12	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 13	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 14	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 15	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 16	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 17	$ 14,237,075
Equity Schedule Of Share-based Compensation, Stock Options, Activity 18	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 19	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 20	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 21	$ 120,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 22	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 23	$ 1,610,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 24	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 25	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 26	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 27	$ (581,178)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 28	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 29	$ 15,685,897
Equity Schedule Of Share-based Compensation, Stock Options, Activity 30	0.03

XML

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2	$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4	6.93
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5	$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7	6.93
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9	$ 481,180
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 10	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 11	2.66
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 12	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 13	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 14	2.66
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 15	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 16	$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 17	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 18	2.90
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 19	$ 480,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 20	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 21	2.90
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 22	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 23	$ 1,924,717
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 24	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 25	5.12
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 26	$ 962,359
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 27	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 28	5.12
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 29	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 30	$ 500,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 31	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 32	3.26
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 33	$ 166,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 34	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 35	3.26
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 36	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 37	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 38	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 39	5.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 40	$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 41	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 42	5.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 43	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 44	$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 45	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 46	3.62
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 47	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 48	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 49	3.62
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 50	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 51	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 52	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 53	5.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 54	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 55	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 56	5.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 57	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 58	$ 120,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 59	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 60	5.86
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 61	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 62	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 63	5.86
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 64	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 65	$ 1,610,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 66	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 67	6.86
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 68	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 69	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 70	6.86
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 71	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 72	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 73	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 74	6.93
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 75	$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 76	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 77	6.93
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 78	$ 15,685,897
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 79	0.03
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 80	6.21
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 81	$ 11,459,026
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 82	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 83	6.56
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1		$ 0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2		$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4		7.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5		$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7		7.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9		$ 962,358
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 10		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 11		3.41
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 12		$ 240,590
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 13		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 14		3.41
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 15		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 16		$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 17		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 18		3.64
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 19		$ 226,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 20		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 21		3.64
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 22		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 23		$ 1,924,717
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 24		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 25		5.87
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 26		$ 962,358
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 27		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 28		5.87
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 29		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 30		$ 500,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 31		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 32		4.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 33		$ 166,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 34		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 35		4.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 36		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 37		$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 38		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 39		6.35
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 40		$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 41		$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 42		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 43		$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 44		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 45		4.37
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 46		$ 25,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 47		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 48		4.37
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 49		$ 14,237,075
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 50		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 51		6.74
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 52		$ 11,371,282
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 53		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 54		7.29

XML

License and Research Funding Agreement

9 Months Ended

Sep. 30, 2015

License and Research Funding Agreement [Text Block]

Note 3 – License and Research Funding Agreement

On July 25, 2012, the Company’s subsidiary Savicell entered into a License and Research Funding Agreement (“R&D Agreement”) with Ramot at Tel Aviv University (“Ramot”) pursuant to which:

• In the course of research performed at Tel-Aviv University (" TAU "), Prof. Fernando Patolsky has developed technology relating to early detection of diseases by measuring metabolic activity in the immune system;

• Savicell wishes to fund further research at TAU relating to such technology; and

• Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement.

Pursuant to the above noted R&D Agreement, Savicell will fund research expenditures amounting to a total of $1,600,000 according to the following schedule:

• $81,000 within 5 business days of the R&D Agreement (paid)

• Before October 2012; $359,500 plus VAT as applicable (paid)

• Before January 3, 2013; $359,500 plus VAT as applicable (paid)

• Before April 3, 2013; $400,000 plus VAT as applicable (paid)

• Before July 3, 2013; $400,000 plus VAT as applicable (paid)

The payments originally due on April 3, 2013 and July 3, 2013 were postponed by the parties until such time as the funds were actually required in furtherance of the joint research and development initiatives. As of September 30, 2015, the remaining balance of $800,000 has been paid in connection with the R&D agreement.

In addition, Savicell agreed to issue to Ramot warrants (the “Warrants”) to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The Warrants shall be exercisable at an exercise price equal to the par value of the Warrant Shares, at any time and from time to time or until Savicell completes a defined liquidity event. The fair value of the Warrant Shares has been estimated at $1,698.97 per Warrant Share which is equivalent to the price at which Savicell has issued shares to third party, for a total of $2,998,682. As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Upon successful development and commercialization and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to certain royalty payments as specified in the Agreement.

As at year ended December 31, 2014, Savicell incurred accumulated research and development of $4,278,165 which included the funding of $831,453 in connection with R&D Agreement and the fair value ($2,998,682) of Warrant Shares issued to Ramot.

During the nine months ended September 30, 2015, Savicell incurred research and development costs of $723,721 (September 30, 2014 - $329,551) which included the funding in connection with the R&D Agreement with Ramot. The research and development cost of $723,721 were included in the consolidated statements of operations and comprehensive loss.

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Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash and Cash Equivalents	$ 1,454,355	$ 329,855
Prepaid expenses	4,780	4,803
VAT Receivable	95,613	22,361
Total Current Assets	1,554,748	357,019
Fixed Assets	31,416	3,959
Total Assets	1,586,164	360,978
Current Liabilities
Accounts Payable and Accrued Liabilities	191,970	835,726
Convertible debenture	1,304,573	0
Term Loan - Related Party	0	50,000
Total Current Liabilities	1,496,543	885,726
Term Loan - Related Party	0	15,275
Total Liabilities	1,496,543	901,001
EQUITY
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001 Issued and outstanding: Nil Preferred Shares 96,555,424 Shares (December 31, 2014: 82,636,433 Common Shares)	80,955	67,036
Additional Paid-in Capital	10,499,854	5,144,387
Accumulated Other Comprehensive Income (Loss)	(86,136)	(93,964)
(Deficit) Accumulated During the Development Stage	(10,413,168)	(5,884,907)
Equity Attributable to Shareholders of the Company	81,505	(767,448)
Non-Controlling Interests	8,116	227,425
Total Equity	89,621	(540,023)
Total Liabilities and Equity	$ 1,586,164	$ 360,978

XML

Nature of Operations

9 Months Ended

Sep. 30, 2015

Nature of Operations [Text Block]

Note 1 - Nature of Operations

Online Disruptive Technologies, Inc. (“ODT” or the “Company”) was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company was in the business of operating websites with advertising revenue platforms. However, as described below, the Company changed its primary business focus to the development and commercialization of a biotechnology platform. The Company has limited operations and in accordance with ASC 915, is considered a development stage company that has had no revenues from inception to date. The Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“RS” or “RelationshipScoreboard.com”), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as RS was deemed to be the acquirer, and these consolidated financial statements are a continuation of the financial statements of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved. The Company sold the website assets for $10 to an arm’s length individual and wrote off all supplier payables in the amount of $430.

On April 23, 2012, the Company established an Israeli subsidiary named Savicell Diagnostic Ltd. (“Savicell”) with the intention of exploring business ventures in the biotechnology sector. On July 25, 2012, Savicell entered into a definitive licensing agreement with a division of Tel Aviv University for the purpose of developing and commercializing a new technology relative to the early detection of various forms of disease. With the consummation of this transaction, the Company is now entirely focused on its biotechnology efforts.

These consolidated financial statements have been prepared with the ongoing assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital of $58,205 as at September 30, 2015 (December 31, 2014 – working capital deficit of $528,707) and an accumulated deficit of $10,431,168. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common shares and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or to generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company.

XML

Term Loan - Related Party (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) shares
Term Loan - Related Party 1	$ 74,062
Term Loan - Related Party 2	10.00%
Term Loan - Related Party 3	$ 500,000
Term Loan - Related Party 4	$ 58,229
Term Loan - Related Party 5	11.68%
Term Loan - Related Party 6	$ 15,833
Term Loan - Related Party 7	5,572
Term Loan - Related Party 8	5,854
Term Loan - Related Party 9	500,000
Term Loan - Related Party 10	1,000,000
Term Loan - Related Party 11	50,000
Term Loan - Related Party 12	$ 34,842
Term Loan - Related Party 13	19.99%
Term Loan - Related Party 14	11.68%
Term Loan - Related Party 15	$ 6,623
Term Loan - Related Party 16	3,317
Term Loan - Related Party 17	$ 74,062
Term Loan - Related Party 18 | shares	462,890
Term Loan - Related Party 19	$ 0.16

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Convertible debenture (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Convertible Debenture 1	$ 852,418
Convertible Debenture 2	$ 0.055
Convertible Debenture 3	15,498,510
Convertible Debenture 4	$ 2,247,284
Convertible Debenture 5	2,621,966
Convertible Debenture 6	1,227,101
Convertible Debenture 7	77,472
Convertible Debenture 8	$ 1,304,573
Convertible Debenture 9	22.00%

XML

Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Significant Accounting Policies [Text Block]

Note 2 - Significant Accounting Policies

a) Basis of Presentation

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at September 30, 2015 have been included.

b) Principles of Consolidation

These consolidated financial statements include the accounts of the Company, its former wholly-owned subsidiary RS and its 75.02% interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

c) Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the year ended 2014, the management had a change in estimates with regards to the related party term loan (See Note 4) and Savicell’s functional currency.

d) Foreign Currency Translation

The Company’s functional currency is the U .S. dollar. Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive income.

In the year ended 2013, Savicell’s functional currency was the U.S. dollar. During the year 2014, with the increased volume of transactions in the local currency, the management reassessed Savicell’s functional currency to NIS based on the change in facts and effective as of January 1, 2014.

e) Cash and Cash Equivalents

Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of September 30, 2015 and December 31, 2014.

f) Stock - based Compensation

Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized as expense in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis.

g) Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The implementation of this standard had no impact on the Company’s financial statements.

h) Comprehensive Income (Loss)

The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall , which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

i) Earnings (Loss) Per Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period. Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the nine months ended September 30, 2015 and December 31, 2014 because the inclusion of such underlying shares would have had an anti-dilutive effect.

j) Financial Instruments and Fair Value of Financial Instruments

Fair Value of Financial Instruments – the Company adopted SFAS  ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

As at September 30, 2015, the fair value of cash and cash equivalents was measured using Level 1 inputs.

The carrying amounts reported in the consolidated balance sheets for the cash and cash equivalents, accounts payable and accrued liabilities and term loan (current portion) each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization.

k) Research and Development Costs

All research and development costs are charged to expense as incurred and consist principally of costs related to the License and Research Funding Agreement entered by the Company’s subsidiary with Ramot at Tel Aviv University (See Note 3).

l) Fixed Assets

Property and Equipment are recorded at cost and are amortized over their estimated useful life of 3 years on a straight line basis.

m) Derivative Financial Instruments

On April 15, 2015, the Company has issued a convertible debt instrument with a non-detachable conversion feature. The terms of the convertible debt instrument are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted separately from host contract, and recorded on the balance sheet at fair value. The fair value of the derivative liabilities is required to be re-valued at each reporting date, with corresponding changes in fair value recorded in the current period operating results.

n) Beneficial Conversion Feature

In accordance with ASC 470-20, Debt with Conversion and Other options, the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instrument is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.

o) Modifications to debt

The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method.

p) Recently Adopted Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued operations and Disclosures of Disposals of Components of an Entity. The amendments in ASU 2014-08 change the criteria for reporting discontinued operations while enhancing disclosures in this area. They also address sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the entity's operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in this ASU are effective for the first quarter of 2015 for public entities with calendar year ends. The Company adopted ASU 2014-08 on January 1, 2015 and the adoption of this pronouncement did not have a material effect on the Company's consolidated financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". This ASU eliminates the concept of a development-stage entity from US GAAP along with the associated presentation and disclosure requirements for development-stage entities. The removal of the development stage entity reporting requirements is effective for annual reporting periods beginning after December 15, 2014 and does not have a material impact to the Company. The consolidation guidance was also amended to eliminate the development stage entity relief when applying the variable interest entity model and evaluating the sufficiency of equity at risk. The Company adopted ASU 2014-10 on January 1, 2015. The new standard requires these amendments be applied retrospectively.

q) Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). This accounting standard supersedes all existing US GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the consolidated financial statements and is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is evaluating the impact of ASU 2014-09 and an estimate of the impact to the consolidated financial statements cannot be made at this time. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The standard provides guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service condition is a performance condition. As a result, the target is not reflected in the estimation of the award's grant date fair value. Share-based compensation cost for such award would be recognized over the required service period, if it is probable that the performance condition will be achieved. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date of the standard. Companies also have the option to apply the guidance on a modified retrospective basis for awards with performance targets outstanding on or after the beginning of the first annual period presented after the effective date of the standard. The Company is evaluating the impact of ASU 2014-12 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is "substantial doubt about the entity's ability to continue as a going concern." The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter and early adoption is permitted. The Company is evaluating the impact of ASU 2014-15 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept of extraordinary items. Under this new guidance, entities will no longer be required to separately classify, present and disclose extraordinary events and transactions. The amendments in this update are effective for annual and interim periods beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-01 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis"("ASU 2015-02"). ASU 2015-02 makes several modifications to the consolidation guidance for variable interest entities ("VIEs") and general partners' investments in limited partnerships, as well as modifications to the evaluation of whether limited partnerships are VIEs or voting interest entities. It is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted.

In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-03 will require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the debt. ASU 2015-15 allows an entity to present debt issuance costs associated with a revolving line of credit arrangement as an asset, regardless of whether a balance is outstanding. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03 or ASU 2015-15. These ASU’s are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with early adoption permitted. ASU 2015-03 will require the Company to reclassify its deferred financing costs associated with its long-term debt from other assets to long-term debt on a retrospective basis. The new standard will not affect the Company’s results of operations or cash flows.

In April 2015, FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”). ASU 2015-04 allows employers with a fiscal year end that does not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end. ASU 2015-04 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Prospective application is required, and early adoption is permitted.

In July 2015, FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that an entity measure inventory at the lower of cost and net realizable value. This ASU does not apply to inventory measured using last-in, first-out. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company does not expect the new standard to have a significant impact on its consolidated financial position, results of operations or cash flows.

The Company is evaluating the impact of the amended guidance on its consolidated financial statements. There have been no other accountings pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows.

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	96,555,424	82,636,433
Common Stock, Shares, Outstanding	96,555,424	82,636,433

XML

Convertible debenture (Tables)

9 Months Ended

Sep. 30, 2015

Schedule of Convertible Debt [Table Text Block]

	September 30, 2015
Valuation Date	April 15, 2015
Expiry Date	April 15, 2022
Share Price at Grant Date	0.20
Exercise Price	0.055
Risk Free Interest	1.02%
Expected Life	7 years
Expected volatility	98.37%
Dividend Yield	-
Black Scholes Value	0.18

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Trading Symbol	odt
Entity Registrant Name	ONLINE DISRUPTIVE TECHNOLOGIES, INC.
Entity Central Index Key	0001498380
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		98,979,174
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

XML

Equity (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2015

Dec. 31, 2014

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

				Weighted
	Number of			Average Exercise
	Options			Price	Expire date
Balance, December 31, 2012	9,750,000		$	0.01
Granted, on May 28, 2013	962,358			0.01	May 28, 2018
Granted, on August 22, 2013	800,000			0.01	August 22, 2018
Granted, on November 11, 2013	1,924,717			0.01	November 11, 2020
Balance, December 31, 2013	13,437,075			0.01
Granted, on January 1, 2014	500,000			0.01	January 1, 2019
Granted, on May 4, 2014	150,000			0.01	May 4, 2021
Granted, on May 15, 2014	150,000			0.01	May 15, 2019
Balance, December 31, 2014	14,237,075			0.01
Granted, on August 4, 2015	150,000			0.20	May 4, 2021
Granted, on August 7, 2015	120,000			0.20	August 7, 2021
Granted, on August 7, 2015	1,610,000			0.20	August 7, 2022
Granted, on September 1, 2015	150,000			0.20	September 1, 2022
Exercised during the period	(581,178	)		0.01
Balance, September 30, 2015	15,685,897		$	0.03

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

	Outstanding as at September 30, 2015					Exercisable as atSeptember30, 2015
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
Exercise		Number of		Exercise	Contractual	Number of		Exercise	Contractual
Price Options				Price	Life (years)	Options		Price	Life (years)
0.01		9,750,000	$	0.01	6.93 9,750,000		$	0.01	6.93
0.01		481,180		0.01	2.66	-		0.01	2.66
0.01		800,000		0.01	2.90	480,000		0.01	2.90
0.01		1,924,717		0.01	5.12	962,359		0.01	5.12
0.01		500,000		0.01	3.26	166,667		0.01	3.26
0.01		150,000		0.01	5.60	50,000		0.01	5.60
0.01		50,000		0.01	3.62	-		0.01	3.62
0.20		150,000		0.20	5.60	-		0.20	5.60
0.20		120,000		0.20	5.86	-		0.20	5.86
0.20		1,610,000		0.20	6.86	-		0.20	6.86
0.20		150,000		0.20	6.93	50,000		0.20	6.93
		15,685,897	$	0.03	6.21	11,459,026		0.01	6.56

Outstanding as at December 31, 2014						Exercisable as at December 31, 2014
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
	Exercise	Number of		Exercise	Contractual	Number of		Exercise	Contractual
	Price	Options		Price	Life (years)	Options		Price	Life (years)
	$0.01	9,750,000	$	0.01	7.67	9,750,000	$	0.01	7.67
	0.01	962,358		0.01	3.41	240,590		0.01	3.41
	0.01	800,000		0.01	3.64	226,667		0.01	3.64
	0.01	1,924,717		0.01	5.87	962,358		0.01	5.87
	0.01	500,000		0.01	4.01	166,667		0.01	4.01
	0.01	150,000		0.01	6.35	-		-
	0.01	150,000		0.01	4.37	25,000		0.01	4.37
		14,237,075	$	0.01	6.74	11,371,282	$	0.01	7.29

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
General and Administrative Expenses
Accounting Fees	$ 7,500	$ 6,000	$ 20,750	$ 18,000
Audit & Tax Fees	5,230	6,625	37,330	41,835
Bank Fees	205	126	689	486
Consulting Fees	197,043	135,803	521,881	423,977
Filing and Transfer Agent Fees	3,223	1,678	7,942	8,319
Legal Fees	19,812	(786)	49,738	19,762
Travel Expenses	10,502	1,944	17,884	7,583
Office and Miscellaneous Expense	4,622	1,751	7,263	7,493
Research and Development Expense	80,609	117,138	723,721	329,551
Marketing Expense	70	(10)	31,757	512
Insurance Expense	9,507	4,347	48,213	44,254
Stock-Based Compensation	44,426	3,479	2,946,268	11,813
Meals & Entertainment Expenses	154	68	441	420
Total General and Administrative Expenses	(382,903)	(278,163)	(4,413,877)	(914,005)
Other Expense
Interest Expense	(47,565)	(792)	(83,292)	(2,913)
Foreign Currency Gain (Loss)	22,759	(2,107)	(31,092)	30,116
Net (Loss) for the period	(407,709)	(281,062)	(4,528,261)	(886,802)
Other Comprehensive Income
Currency translation adjustments	(26,581)	0	7,828	0
Comprehensive Income (Loss) for the period	(434,290)	(281,062)	(4,520,433)	(886,802)
Net (Loss) attributable to:
Common Stockholders	(312,891)	(251,224)	(3,397,021)	(792,653)
Non-Controlling Interests	(94,818)	(29,838)	(1,131,240)	(94,149)
Net loss for the period	(407,709)	(281,062)	(4,528,261)	(886,802)
Net Comprehensive Income (Loss) Attributable to:
Common Stockholders	(332,786)	(251,224)	(3,391,161)	(792,653)
Non-Controlling Interests	(101,504)	(29,838)	(1,129,272)	(94,149)
Comprehensive Income (Loss) for the Period	$ (434,290)	$ (281,062)	$ (4,520,433)	$ (886,802)
Basic and Diluted Net Loss per Common Share	$ 0.00	$ 0.00	$ (0.05)	$ 0.00
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	88,238,860	82,636,433	95,670,026	82,636,433

XML

Equity

9 Months Ended

Sep. 30, 2015

Equity [Text Block]

Note 7 –Equity

Common shares

On March 24, 2010, the Company issued 16,000,000 common shares (restricted shares) to the sole shareholder of RS to effect the acquisition and RTO. Prior to the acquisition and RTO (Note 1 and 2), RS engaged in the following equity transactions which have been restated using the exchange ratio established in the acquisition agreement to reflect 16,000,000 common shares issued in the reverse acquisition:

- On November 16, 2009, RS issued 1,000 common shares at $0.0001 per share for total proceeds of $0.10.

- On December 5, 2009, RS issued 15,999,000 common shares at $0.000025 per share for total proceeds of $400.

Prior to the acquisition and RTO (Note 1 and 2), the Company engaged in the followings equity transactions:

- On November 16, 2009, the Company issued 100 common shares at $0.001 per share for total proceeds of $0.10.

- On December 2, 2009, the Company issued 200,000 common shares at $0.01 per share for total proceeds of $2,000.

- On January 7, 2010, the Company issued 1,800,000 common shares at $0.01 per share for total proceeds of $18,000.

Upon the acquisition and RTO, 2,000,100 common shares issued by the Company prior to the acquisition were considered as a recapitalization to RS.

On February 24, 2011, the Company issued 6,000,000 common shares at $0.01 per share for total proceeds of $60,000.

On April 9, 2012, the Company issued 17,750,000 common shares at $0.001 per share for total proceeds of $17,750.

On May 23, 2012, the Company issued 12,000,000 common shares at $0.001 per share for total proceeds of $12,000.

The share issuance cost in connection with the issuance of 29,750,000 common shares was $5,900.

On July 10, 2012, the Company entered into debt settlement agreements with nine individuals whereby the Company collectively settled debts in the aggregate amount of $60,000 by the issuance of 8,000,000 common shares at a price per share of $0.0075. Included in the $60,000 total were the two loans of $25,000 each described more fully in Note 6 (Loans Payable – Related Parties).

On July 23, 2012, the Company issued 3,413,000 common shares at $0.01 per share for total proceeds of $34,130 and an additional 500,000 shares were issued as part of a debt settlement agreement in which $5,000 of an accounts payable debt was settled.

On November 16, 2012, the Company entered into debt settlement agreements with six employees or consultants of the Company whereby the Company collectively settled debts in the aggregate amount of $148,733 by the issuance of 14,873,333 common shares at a price per share of $0.01.

On November 23, 2012, the Company entered into debt settlement agreements with one director and one consultant of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $26,000 by the issuance of 2,100,000 common shares at a price per share of $0.01 and a cash payment of $5,000.

On April 15, 2015, the Company entered into debt conversion agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. Pursuant to the debt conversion option agreement, these individuals may convert a portion or all of the debt amount into common shares of the Company at a price per share of $0.055 over a seven year term. As at June 30, 2015, an intrinsic value of the beneficial conversion feature of convertible debenture at $2,247,284 as a result of the debt settlement is reflected in Additional Paid in Capital in the financial statements (see Note 6).

On April 19, 2015, the Company issued 3,550,000 common shares at $0.20 per share for total proceeds of $710,000.

On May 22, 2015, the Company issued 500,000 common shares at $0.20 per share for total proceeds of $100,000.

On May 28, 2015, the Company entered into a debt settlement agreement pursuant to which the Company settled a related party term loan in the aggregate amount of $74,062 by the issuance of 462,890 common shares at $0.16 per share.

On June 23 2015, stock options previously granted by the Company were exercised resulting in the issuance of 481,179 common shares at $0.01 per share for total proceeds of $4,812.

On June 23, 2015, stock options previously granted by the Company were exercised resulting in the issuance of 100,000 commons shares at $0.01 per share for total proceeds of $1,000.

On June 25, 2015, the Company issued 5,000,000 common shares at $0.20 per share for total proceeds of $1,000,000.

On July 20, 2015, four shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 3,824,922 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on June 25, 2015. Total book value of the issued common shares is $611,987.

For the nine months ended September 30, 2015, the Company recorded share issue cost of $15,000 for the shares issued.

As at September 30, 2015 the Company has 96,555,424 common shares issued and outstanding.

Stock Options

On September 1, 2012, the Company granted a total of 9,750,000 stock options to our directors, officers, consultants and employees. The stock options are exercisable at the exercise price of $0.01 per share until September 1, 2022 and vest immediately.

On May 28, 2013, the Company granted a total of 962,358 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest on each of the first four anniversaries of the date of initial grant. The options were valued based on the

Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 69.20 - 95.69%, expected life of 4 years and risk free interest rate of 0.48 - 1.65% . On June 22, 2015, 481,179 of these options were exercised at $0.01 per share for total proceeds of $4,812. For the nine months ended September 30, 2015, the Company recorded stock based compensation of $106,159 for such options.

On August 22, 2013, the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.01 per share. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vest when consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years from August 22, 2013. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 73.40%, expected life of 4 years and risk free interest rate of 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $20,480 for such options.

On November 11, 2013, the Company granted a total of 1,924,717 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest immediately and a quarter on each of the first three anniversaries of the date of initial grant. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 79.60 - 96.09%, expected life of 7 years and risk free interest rate of 0.65 - 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $141,155 for such options.

On January 1, 2014, the Company granted a total of 500,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest immediately and a quarter will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 78.44%, expected life of 5 years and risk free interest rate of 1.65% . As at December 31, 2014, the Company recorded stock based compensation of $970 for one quarter of the vested options. For the nine months ended September 30, 2015, none of the options granted were vested and the Company recorded stock based compensation of $nil for such options.

On May 4, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 79.42%, expected life of 5 years and risk free interest rate of 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $9,601 for such options.

On May 15, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. 25,000 of the options will vest immediately. Furthermore, 75,000 and 50,000 of the options respectively will vest on the first and second anniversaries that the consultant provides the services. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 88.84%, expected life of 5 years and risk free interest rate of 1.97% . For the year ended December 31, 2014, the Company recorded stock based compensation of $174 for such options. In addition on June 23, 2015, 100,000 of these options were exercised at $0.01 per share for total proceeds of $1,000. For the nine months ended September 30, 2015, the Company recorded stock based compensation of $14,325 for such options. On August 4, 2015 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. As at September 30, 2015, none of the performance condition has been met, therefore no stock based compensation expense was recognized.

On August 7, 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at end of each completed year for which the consultant provides the services. As at September 30, 2015, none of the performance condition has been met, therefore no stock based compensation expense was recognized.

On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at the grant date of each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model which utilizes the following assumptions: expected dividend yield of nil, expected volatility of 94.25%, expected life of 7 years and risk free interest rate of 1.65% . For the nine months ended September 30, 2015, the Company recorded stock based compensation of $7,997 for such options.

				Weighted
	Number of			Average Exercise
	Options			Price	Expire date
Balance, December 31, 2012	9,750,000		$	0.01
Granted, on May 28, 2013	962,358			0.01	May 28, 2018
Granted, on August 22, 2013	800,000			0.01	August 22, 2018
Granted, on November 11, 2013	1,924,717			0.01	November 11, 2020
Balance, December 31, 2013	13,437,075			0.01
Granted, on January 1, 2014	500,000			0.01	January 1, 2019
Granted, on May 4, 2014	150,000			0.01	May 4, 2021
Granted, on May 15, 2014	150,000			0.01	May 15, 2019
Balance, December 31, 2014	14,237,075			0.01
Granted, on August 4, 2015	150,000			0.20	May 4, 2021
Granted, on August 7, 2015	120,000			0.20	August 7, 2021
Granted, on August 7, 2015	1,610,000			0.20	August 7, 2022
Granted, on September 1, 2015	150,000			0.20	September 1, 2022
Exercised during the period	(581,178	)		0.01
Balance, September 30, 2015	15,685,897		$	0.03

	Outstanding as at September 30, 2015					Exercisable as atSeptember30, 2015
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
Exercise		Number of		Exercise	Contractual	Number of		Exercise	Contractual
Price Options				Price	Life (years)	Options		Price	Life (years)
0.01		9,750,000	$	0.01	6.93 9,750,000		$	0.01	6.93
0.01		481,180		0.01	2.66	-		0.01	2.66
0.01		800,000		0.01	2.90	480,000		0.01	2.90
0.01		1,924,717		0.01	5.12	962,359		0.01	5.12
0.01		500,000		0.01	3.26	166,667		0.01	3.26
0.01		150,000		0.01	5.60	50,000		0.01	5.60
0.01		50,000		0.01	3.62	-		0.01	3.62
0.20		150,000		0.20	5.60	-		0.20	5.60
0.20		120,000		0.20	5.86	-		0.20	5.86
0.20		1,610,000		0.20	6.86	-		0.20	6.86
0.20		150,000		0.20	6.93	50,000		0.20	6.93
		15,685,897	$	0.03	6.21	11,459,026		0.01	6.56

Outstanding as at December 31, 2014						Exercisable as at December 31, 2014
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
	Exercise	Number of		Exercise	Contractual	Number of		Exercise	Contractual
	Price	Options		Price	Life (years)	Options		Price	Life (years)
	$0.01	9,750,000	$	0.01	7.67	9,750,000	$	0.01	7.67
	0.01	962,358		0.01	3.41	240,590		0.01	3.41
	0.01	800,000		0.01	3.64	226,667		0.01	3.64
	0.01	1,924,717		0.01	5.87	962,358		0.01	5.87
	0.01	500,000		0.01	4.01	166,667		0.01	4.01
	0.01	150,000		0.01	6.35	-		-
	0.01	150,000		0.01	4.37	25,000		0.01	4.37
		14,237,075	$	0.01	6.74	11,371,282	$	0.01	7.29

Non - Controlling Interests

The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non -related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000 ; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing.

As at December 31, 2012, Savicell had issued a total of 684 shares at $1,698.97 per share representing approximately 5.11% of the fully diluted common equity of Savicell for aggregate proceeds of $1,162,192.

During the year ended December 31, 2013, Savicell issued a total of 760 shares at $1,700 per share representing approximately 5.68% of the fully diluted common equity of Savicell for aggregate proceeds of $1,292,000.

During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 74.67%, 13.18% and 12.15% respectively (2013- 75.71%, 13.36% and 10.93%) .

During the nine months ended September 30, 2015, Savicell issued a total of 417 shares at $1,699 per share representing approximately 3.46% of the fully diluted common equity of Savicell for aggregate proceeds of $708,483. In addition, Savicell investors exchanged 360 Savicell shares for 3,824,922 of ODT common shares. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 75.02%, 12.78% and 12.20% respectively (December 31, 2014 - 74.67%, 13.18% and 12.15%) . As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

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Convertible debenture

9 Months Ended

Sep. 30, 2015

Convertible debenture [Text Block]

Note 6 - Convertible debenture

On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418 with an unsecured and non-interest bearing convertible debenture with beneficial conversion feature. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.055 over a seven year term.

As at September 30, 2015, the underlying common shares issuable pursuant to these convertible debentures totalled 15,498,510 and the Company recorded an intrinsic value of the beneficial conversion feature of convertible debenture at $2,247,284 in Additional Paid In Capital in the financial statements and recognized a loss of $2,621,966 on the extinguishment of debt in stock-based compensation expenses. The fair value of the debt component is determined to be $1,227,101 as at April 15, 2015. In addition, the Company recorded interest accretion of $77,472 during the nine months ended September 30, 2015. As at September 30, 2015, the fair value of the debt component is $1,304,573.

The fair value of the debt component has been estimated using a fair market interest of 22%. The fair value of the conversion feature has been estimated using a Black-Scholes option pricing model incorporating the following assumptions:

	September 30, 2015
Valuation Date	April 15, 2015
Expiry Date	April 15, 2022
Share Price at Grant Date	0.20
Exercise Price	0.055
Risk Free Interest	1.02%
Expected Life	7 years
Expected volatility	98.37%
Dividend Yield	-
Black Scholes Value	0.18

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Related Party Transactions (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Related Party Transactions 1	$ 430,068
Related Party Transactions 2	423,977
Related Party Transactions 3	27,000
Related Party Transactions 4	160,433
Related Party Transactions 5	146,692
Related Party Transactions 6	$ 644,285

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Nature of Operations (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) shares
Nature Of Operations 1	100.00%
Nature Of Operations 2 | shares	16,000,000
Nature Of Operations 3	89.00%
Nature Of Operations 4	$ 10
Nature Of Operations 5	430
Nature Of Operations 6	58,205
Nature Of Operations 7	528,707
Nature Of Operations 8	$ 10,431,168

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Basis of Presentation [Policy Text Block]

a) Basis of Presentation

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at September 30, 2015 have been included.

Principles of Consolidation [Policy Text Block]

b) Principles of Consolidation

These consolidated financial statements include the accounts of the Company, its former wholly-owned subsidiary RS and its 75.02% interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates [Policy Text Block]

c) Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the year ended 2014, the management had a change in estimates with regards to the related party term loan (See Note 4) and Savicell’s functional currency.

Foreign Currency Translation [Policy Text Block]

d) Foreign Currency Translation

The Company’s functional currency is the U .S. dollar. Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive income.

In the year ended 2013, Savicell’s functional currency was the U.S. dollar. During the year 2014, with the increased volume of transactions in the local currency, the management reassessed Savicell’s functional currency to NIS based on the change in facts and effective as of January 1, 2014.

Cash and Cash Equivalents [Policy Text Block]

e) Cash and Cash Equivalents

Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of September 30, 2015 and December 31, 2014.

Stock-based Compensation [Policy Text Block]

f) Stock - based Compensation

Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized as expense in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis.

Income Taxes [Policy Text Block]

g) Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The implementation of this standard had no impact on the Company’s financial statements.

Comprehensive Income (Loss) [Policy Text Block]

h) Comprehensive Income (Loss)

The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall , which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

Earnings (Loss) Per Share [Policy Text Block]

i) Earnings (Loss) Per Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period. Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the nine months ended September 30, 2015 and December 31, 2014 because the inclusion of such underlying shares would have had an anti-dilutive effect.

Financial Instruments and Fair Value of Financial Instruments [Policy Text Block]

j) Financial Instruments and Fair Value of Financial Instruments

Fair Value of Financial Instruments – the Company adopted SFAS  ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

As at September 30, 2015, the fair value of cash and cash equivalents was measured using Level 1 inputs.

The carrying amounts reported in the consolidated balance sheets for the cash and cash equivalents, accounts payable and accrued liabilities and term loan (current portion) each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization.

Research and Development Costs [Policy Text Block]

k) Research and Development Costs

All research and development costs are charged to expense as incurred and consist principally of costs related to the License and Research Funding Agreement entered by the Company’s subsidiary with Ramot at Tel Aviv University (See Note 3).

Fixed Assets [Policy Text Block]

l) Fixed Assets

Property and Equipment are recorded at cost and are amortized over their estimated useful life of 3 years on a straight line basis.

Derivative Financial Instruments [Policy Text Block]

m) Derivative Financial Instruments

On April 15, 2015, the Company has issued a convertible debt instrument with a non-detachable conversion feature. The terms of the convertible debt instrument are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted separately from host contract, and recorded on the balance sheet at fair value. The fair value of the derivative liabilities is required to be re-valued at each reporting date, with corresponding changes in fair value recorded in the current period operating results.

Beneficial Conversion Feature [Policy Text Block]

n) Beneficial Conversion Feature

In accordance with ASC 470-20, Debt with Conversion and Other options, the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instrument is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.

Modifications to debt [Policy Text Block]

o) Modifications to debt

The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method.

Recently Adopted Accounting Pronouncements [Policy Text Block]

p) Recently Adopted Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued operations and Disclosures of Disposals of Components of an Entity. The amendments in ASU 2014-08 change the criteria for reporting discontinued operations while enhancing disclosures in this area. They also address sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the entity's operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in this ASU are effective for the first quarter of 2015 for public entities with calendar year ends. The Company adopted ASU 2014-08 on January 1, 2015 and the adoption of this pronouncement did not have a material effect on the Company's consolidated financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". This ASU eliminates the concept of a development-stage entity from US GAAP along with the associated presentation and disclosure requirements for development-stage entities. The removal of the development stage entity reporting requirements is effective for annual reporting periods beginning after December 15, 2014 and does not have a material impact to the Company. The consolidation guidance was also amended to eliminate the development stage entity relief when applying the variable interest entity model and evaluating the sufficiency of equity at risk. The Company adopted ASU 2014-10 on January 1, 2015. The new standard requires these amendments be applied retrospectively.

Recently Issued Accounting Pronouncements [Policy Text Block]

q) Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). This accounting standard supersedes all existing US GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the consolidated financial statements and is effective for annual and interim reporting periods beginning after December 15, 2016. The Company is evaluating the impact of ASU 2014-09 and an estimate of the impact to the consolidated financial statements cannot be made at this time. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The standard provides guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service condition is a performance condition. As a result, the target is not reflected in the estimation of the award's grant date fair value. Share-based compensation cost for such award would be recognized over the required service period, if it is probable that the performance condition will be achieved. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date of the standard. Companies also have the option to apply the guidance on a modified retrospective basis for awards with performance targets outstanding on or after the beginning of the first annual period presented after the effective date of the standard. The Company is evaluating the impact of ASU 2014-12 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is "substantial doubt about the entity's ability to continue as a going concern." The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter and early adoption is permitted. The Company is evaluating the impact of ASU 2014-15 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In January 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept of extraordinary items. Under this new guidance, entities will no longer be required to separately classify, present and disclose extraordinary events and transactions. The amendments in this update are effective for annual and interim periods beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-01 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis"("ASU 2015-02"). ASU 2015-02 makes several modifications to the consolidation guidance for variable interest entities ("VIEs") and general partners' investments in limited partnerships, as well as modifications to the evaluation of whether limited partnerships are VIEs or voting interest entities. It is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted.

In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-03 will require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the debt. ASU 2015-15 allows an entity to present debt issuance costs associated with a revolving line of credit arrangement as an asset, regardless of whether a balance is outstanding. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03 or ASU 2015-15. These ASU’s are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with early adoption permitted. ASU 2015-03 will require the Company to reclassify its deferred financing costs associated with its long-term debt from other assets to long-term debt on a retrospective basis. The new standard will not affect the Company’s results of operations or cash flows.

In April 2015, FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets (“ASU 2015-04”). ASU 2015-04 allows employers with a fiscal year end that does not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end. ASU 2015-04 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Prospective application is required, and early adoption is permitted.

In July 2015, FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that an entity measure inventory at the lower of cost and net realizable value. This ASU does not apply to inventory measured using last-in, first-out. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company does not expect the new standard to have a significant impact on its consolidated financial position, results of operations or cash flows.

The Company is evaluating the impact of the amended guidance on its consolidated financial statements. There have been no other accountings pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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Commitments And Guarantees

9 Months Ended

Sep. 30, 2015

Commitments And Guarantees [Text Block]

Note 8 – Commitments and Guarantees

The Company did not become a guarantor to any parties as at September 30, 2015.

1.	Effective November 1, 2011, the Company entered into a consulting agreement with 1367826 Ontario Limited (“OntarioCo”) pursuant to which OntarioCo is to provide certain consulting services to the Company including the provision of accounting, financial and regulatory advice. As consideration for the performance of the consulting services under the agreement, ODT agreed to pay OntarioCo the sum of $4,166.67 per month for the duration of the agreement, exclusive of any applicable sales tax. The agreement is for an indefinite period unless terminated by either party with sixty days advance written notice to the other party. Effective October 1, 2012 the quantum of the monthly fees was increased to $9,000 in recognition of the expanded scope of the Company’s activities.
2.	Effective November 1, 2011, the Company entered into a consulting agreement with Kerry Chow, pursuant to which she will provide the following consulting services to ODT: maintaining the accounting books and records on behalf of our company and our subsidiaries; preparing consolidated quarterly and annual financial statements for our company and our subsidiaries as well as assisting in the preparation of the related disclosure documents; coordinating the quarterly reviews and annual audits on behalf of our company and our subsidiaries; coordinating the preparation and filing of the annual income tax returns of our company and our subsidiaries; and any other accounting-related functions. As consideration for the performance of the consulting services under the agreement, ODT agreed to pay Kerry Chow the sum of $833.33 per month for the duration of the agreement, exclusive of any applicable sales tax. The agreement is for an indefinite period unless terminated by either party with sixty days advance written notice to the other party. Effective October 1, 2012, the quantum of the monthly fee was increased to $2,000 in recognition of the expanded scope of the Company’s activities.
3.	On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its new chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement will end on August 31, 2017 unless terminated early in accordance with the termination provisions contained within the employment agreement.

4.

On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its new chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of NIS 432,000, together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement will end on August 31, 2017 unless terminated early in accordance with the termination provisions contained within the employment agreement.

5.

On November 8, 2012, ODT and Savicell signed an employment agreement with Dr. Irit Arbel, its new vice president, research and development, which agreement entailed an effective date of September 1, 2012. In return for acting as its new vice president, research and development officer, the Company will provide Dr. Arbel an annual salary of NIS 408,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement will end on August 31, 2017 unless terminated early in accordance with the termination provisions contained within the employment agreement.

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Subsequent Event

9 Months Ended

Sep. 30, 2015

Subsequent Event [Text Block]

Note 9 – Subsequent Events

As at October 29, 2015, pursuant to the Savicell conversion and participation rights agreement, certain investors of Savicell have elected to exchange an aggregate 228 shares of Savicell for common shares of the Company. The conversion resulted in an issuance of 2,423,750 common shares at a price per share of $0.16. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 76.67, 12.78% and 10.55% respectively. (September 30, 2015 - 75.02%, 12.78% and 12.19%) .

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Term Loan - Related Party (Tables)

9 Months Ended

Sep. 30, 2015

Schedule of Term Loan - Related Party [Table Text Block]

		September30, 2015			December 31, 2014
Term loan – face value	$	74,062		$	74,062
Effective interest rate – 19.99%		(39,220	)		(39,220	)
Net present value		34,842			34,842
Interest accretion		39,220			30,433
Total		74,062			65,275
Settlement of debt		(74,062	)		-
Current portion		-			50,000
Term loan – long term	$	-		$	15,275

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License and Research Funding Agreement (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) d $ / shares shares
License And Research Funding Agreement 1	$ 1,600,000
License And Research Funding Agreement 2	$ 81,000
License And Research Funding Agreement 3 | d	5
License And Research Funding Agreement 4	$ 359,500
License And Research Funding Agreement 5	359,500
License And Research Funding Agreement 6	400,000
License And Research Funding Agreement 7	400,000
License And Research Funding Agreement 8	$ 800,000
License And Research Funding Agreement 9	15.00%
License And Research Funding Agreement 10	1,765
License And Research Funding Agreement 11	$ 1,698.97
License And Research Funding Agreement 12	$ 2,998,682
License And Research Funding Agreement 13 | shares	1,765
License And Research Funding Agreement 14 | $ / shares	$ 1,698.97
License And Research Funding Agreement 15	$ 4,278,165
License And Research Funding Agreement 16	831,453
License And Research Funding Agreement 17	2,998,682
License And Research Funding Agreement 18	723,721
License And Research Funding Agreement 19	329,551
License And Research Funding Agreement 20	$ 723,721

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Commitments And Guarantees (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) $ / mo
Commitments And Guarantees 1	1,367,826
Commitments And Guarantees 2 | $ / mo	4,166.67
Commitments And Guarantees 3	$ 9,000
Commitments And Guarantees 4 | $ / mo	833.33
Commitments And Guarantees 5	$ 2,000
Commitments And Guarantees 6	$ 250,000
Commitments And Guarantees 7	432,000
Commitments And Guarantees 8	408,000

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Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flow from Operating Activities
Net loss for the period	$ (4,528,261)	$ (886,802)
Adjustment for items not involving cash:
Stock-Based Compensation	2,946,268	11,813
Foreign Exchange Gain/Loss	31,092	0
Imputed Interest	80,789	2,347
Amortization - Fixed Assets	5,058	0
Changes in non-cash working capital items:
(Increase) in VAT receivable	(72,781)	(4,965)
(Increase) in Prepaid Expense	0	3,402
Increase (decrease) in Accounts Payable and Accrued Liabilities	254,184	292,430
Net Cash (Used in) Operating Activities	(1,283,651)	(581,775)
Cash flow from Financing Activities
Common shares issued, Net of issuance costs	1,800,812	0
Non-Controlling Interests	708,483	310,977
Net Cash Provided by Financing Activities	2,509,295	310,977
Cash flow from Investing Activities
Cash utilized in Purchase of Assets	(37,881)	0
Net Cash Provided by (Used in) Investing Activities	(37,881)	0
Effects of Exchange rate changes on Cash and Cash Equivalents	(63,263)	0
Net Increase in Cash and Cash Equivalents	1,124,500	(270,798)
Cash and Cash equivalents, Beginning of Period	329,855	851,787
Cash and Cash equivalents, End of Period	1,454,355	580,989
Supplementary Information
Interest Paid	0	0
Income Taxes Paid	$ 0	$ 0

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Related Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Text Block]

Note 5 – Related Party Transactions

The Company completed the following related party transactions:

During the nine months ended September 30, 2015, the Company incurred consulting fees of $430,068 payable to its directors and officers and companies controlled by a former director/officer of the Company (for the quarter ended September 30, 2014 - $423,977). As at September 30, 2015, included in accounts payable and accrued liabilities are amounts of $27,000 (December 31, 2014-$160,433) that was payable to a company controlled by a former director/officer of the Company and $146,692 (December 31, 2014-$644,285) that was payable to current officers or directors of the Company.

See Notes 4 and 7.

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Subsequent Event (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) shares
Subsequent Event 1	228
Subsequent Event 2	2,423,750
Subsequent Event 3 | $	$ 0.16
Subsequent Event 4	76.67
Subsequent Event 5	12.78%
Subsequent Event 6	10.55%
Subsequent Event 7	75.02%
Subsequent Event 8	12.78%
Subsequent Event 9	12.19%

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Significant Accounting Policies (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015 yr
Significant Accounting Policies 1	75.02%
Significant Accounting Policies 2	3