10-K

i

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

FORM 10-K

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

For the fiscal year ended: December 31, 2018

or

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

For the transition period from __________________ to __________________

Commission file number: 000-54394

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

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

P.O. Box 1080, 10 Stevens Street, Andover, MA 01810-3572
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 978-886-1071

Securities registered pursuant to Section 12(b) of the Act

Title of each class     Name of Exchange on which registered

Securities registered pursuant to Section 12(g) of the Act

Common Stock with a par value of $0.001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[   ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[   ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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.
[X] Yes [   ] 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).
[X] Yes [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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

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 Act).
[   ] Yes   [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $15,707,770.80, based on 78,538,854 shares of common stock held by non-affiliates and last sale on June 30, 2018 being $0.20 per share. (June 30, 2018 total shares outstanding as at that date)

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
125,865,122 shares of common stock as at April 1, 2019.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

ii

TABLE OF CONTENTS

PART I	1
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS.	10
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 2. PROPERTIES	17
ITEM 3. LEGAL PROCEEDINGS.	17
ITEM 4. MINE SAFETY DISCLOSURES	17
PART II	18
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	18
ITEM 6. SELECTED FINANCIAL DATA.	19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	28
ITEM 9A. CONTROL AND PROCEDURES	36
ITEM 9B OTHER INFORMATION	37
PART III	37
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	37
ITEM 11. EXECUTIVE COMPENSATION.	40
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	43
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	45
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	46
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	47
SIGNATURES	49

iii

1

PART I

Forward Looking Statements

This annual report on Form 10-K 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-K 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 a large unmet need in cancer diagnostics exists in early diagnosis and 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 company’s 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 annual report on Form 10-K and unless otherwise indicated, the terms “we”, “us” and “our” refer to Online Disruptive Technologies, Inc., our subsidiary, Savicell Diagnostic Ltd., an Israeli corporation (the “Subsidiary” or “Savicell”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.

ITEM 1. BUSINESS

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. (“RSE”) 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 RSE.

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 MATAM Advanced Technology Park, Building #23, Haifa, 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.

2

As consideration for the worldwide exclusive license of the Products, Savicell 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 (“Sublicense Receipt”);
(d)	issue warrants (the “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 the License Agreement, we are focused entirely on the development of Savicell.

Savicell

Savicell Liquid ImmunoBiopsy™ platform measures non-invasively the metabolic state of the immune system, acting as a diagnostic to link this to a disease state.

This field of “immunometabolism” is rapidly emerging as a focus of the pharmaceutical industry, given that a normal metabolic state of the immune system is linked to its ability to combat infectious disease and cancer. There are growing publications linking the the spectrum of immune system metabolic states as a basis for categorising human disease¹. Despite several emerging companies in this new field focusing on therapeutic approaches to immunometabolism, Savicell is at the forefront as the only company currently focused on developing diagnostics in this new space.

The Savicell platform is a non-invasive blood test designed for the early detection of disease, falling within the Liquid Biopsy market. Savicell has developed its core competence in advanced data analytics, building and training algorithms on libraries of patient samples to create a platform with applications for cancer, autoimmune diseases, and infectious diseases. The Company’s initial focus is on early diagnosis of cancer, specifically lung cancer, where the company has peer review published² the promising results of its initial 200 subject study which yielded 91% sensitivity and 80% specificity in a 20-fold cross-validation. Beyond detection, the Company sees additional applications of the platform in drug response monitoring for therapies that impact immune response. Immunotherapy, both for treating cancer and autoimmune diseases, is an example of an area where metabolic shift profiles could indicate effective response to drug treatment.

Initially, Savicell is focused on the multibillion-dollar cancer diagnosis market. Savicell deploys Well-Shield™ technology, a Liquid ImmunoBiopsy™ diagnostic platform. In contrast to existing liquid biopsy technologies that evaluate secretions of cancer cells, Well-Shield’s ImmunoBiopsy platform derives data directly from the immune system, which the Company believes will provide earlier detection than that available from existing approaches looking for cancer secretion.

Disease intrusion and cell malformation, including cancer, are first detected by the immune system, which energizes to rid the body of the malignancy. The initial immune response to disease is intricate, deploying different metabolic pathways and subtypes of cells. An important function of immune system metabolic change is to modulate cell fate and function, thus influencing immune response outcome^3,4. The Savicell Well-Shield™ technology is designed to detect and interpret these differential metabolic responses as an immune system test for early detection.

3

The technology has now received intellectual property protection with a patent approved in the United States, Europe, China and Japan. Expansion of patent registration continues in other countries. The Savicell vision is to develop and commercialize a line of patient-friendly blood tests that enable early diagnosis, staging, and monitoring, thereby saving lives and ensuring appropriate treatment. Cancer is the Company’s initial focus.

Metabolic changes in the immune system modulate cell fate and function, influencing immune response outcomes. Savicell technology measures the energy changes of the immune system, which are disease-specific, and identifies the ailment.

Immune cells are the first to recognize and respond to the formation of cancer cells. When naïve lymphocytes detect cancer antigen, they undergo various differentiation processes aimed at initiating the immune response and bringing it to an optimal level of activity.

One of the most important recent discoveries is that immune system cells alter their energy generation in order to obtain an effector function. The metabolic change is called a metabolic shift, and its key purpose is command and control of the effector function, which produces and secretes cytokines and chemokines.

The immune system is composed of several groups each with a number of subgroups. Each group and subgroup has a specific energy generation profile. Example of groups are naïve cells, effector cells, regulator cells, and memory cells. The metabolic changes of the immune system cells are direct indicators of the performance of the immune system.

Immune cells use various processes to generate energy. These include oxidative phosphorylation, glycolysis, and the breakdown of proteins and nitrogenous bases. The energy generation produces changes in extracellular acidification. Lactic acid is generated in glycolysis, carbon dioxide from oxidative phosphorylation, and ammonia from the breakdown of proteins and nitrogenous bases. Acidification is measured in "open" versus "closed" (air-sealed) wells to track the accumulations of soluble versus volatile metabolic products (lactic acid versus carbon dioxide and ammonia). Savicell's tests measure these acidification (pH) changes.

Our technology exposes the immune system cells to stimulants that have been characterized specifically for the method. The process of acid production described above and the monitoring of the pH level in the cell environment allows early detection of disease. This is because the metabolic profiles of immune cells in sick people are different from those of the healthy.

Immune cells of sick people have already been activated (metabolic shift) in vivo against cancer proteins. As a result, acidification rates are different compared to the immune cells of healthy individuals that have not been exposed in vivo to cancer proteins. To measure extracellular acidification Savicell adds a pH-sensitive impermeable fluorescence probe along with the cells and stimulants to the microwell plate, which is monitored over time. Various stimulants are chosen to increase the pH signal and to more specifically characterize the disease.

Savicell ImmunoBiopsy platform uses three types of stimulants:

1. General stimulants that activate all immune system cells in a non-specific mode, and are used as positive controls for testing. Examples are para-methoxyamphetamine (PMA), lipopolysaccharides (LPS), and concanavalinA (ConA).

2. Metabolic stimulants used as substrates, whose consumption increases in activated cells, especially those undergoing increased glycolysis. Examples are glucose and L-glutamine.

3. Cancer-specific stimulants, including those by cancer type (e.g. lung). These enhance separation by specific cancer type as well as distinguishing cancer from healthy and other diseases. Examples are human epidermal growth factor receptor 2 (HER2) and New York esophageal squamous cell carcinoma 1 (NY-ESO-1).

The Savicell vision is to develop and commercialize a line of patient-friendly blood tests that enable early diagnosis, staging, and monitoring, thereby saving lives and ensuring appropriate treatment. Cancer is our initial focus.

4

The need for early diagnosis

Cancer cases are increasing globally, with more than 20 million new cases forecast annually by 2025, compared to 12 million in 2008. Early detection of cancer is vital, as it can drive improved survival outcomes. Typically, more treatment options are available when cancer is diagnosed early and survival improves. In the United States, the five-year survival rate improves by at least 4 times with early diagnosis and before cancer has spread. Unfortunately, to date, the majority of cancer patients are diagnosed at later stages.

Whilst surgical biopsies remain the normal route for confirmation of presence of cancer, they are not ideally suited for early detection as well as being invasive and expensive. The need for simpler, non-invasive and more efficient processes for cancer detection has incentivized companies to work on creating liquid biopsies – that is, a diagnostic test designed to replicate invasive biopsies or imaging procedures, although only requiring a blood draw or urine sample – a non-invasive biopsy known as liquid biopsy. The potential market for liquid biopsies has been forecast at $29 billion in the United States alone5.

Liquid biopsies are focused in several key areas, including assessing circulating tumor cells, exosomes, and circulating tumor nucleic acids. Liquid biopsy companies are making progress in developing products that have advantages versus current diagnostic technologies, however, technical challenges remain still for detecting early-stage cancers and early cancer screening. In contrast, Savicell’s “Well-Shield” patented ImmunoBiopsy platform is unique in the Liquid Biopsy market with its focus on using the metabolic profile of the immune system as an early warning system to provide for detection of early stage disease.

Product focus

Savicell conducted clinical work for tests specific to breast and lung cancers in multiple medical centers. We had encouraging early reviews of our breast cancer and lung cancer analyses albeit on relatively small sample sizes. Specifically, we distinguished between breast cancer patients and healthy donors, and lung cancer patients and healthy donors, with high sensitivity and specificity of greater than 95% 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 and between COPD (chronic obstructive pulmonary disease) donors and lung cancer donors. Based on this early potential, Savicell has decided to focus our resources on lung cancer as our lead product.

Savicell's lung cancer clinical study results were published in Cancer Immunology and Immunotherapy that validate the promise of Savicell’s Liquid ImmunoBiopsy™. The published study uses the Savicell Diagnostics, Ltd. platform to diagnose lung cancer, producing 91% sensitivity and 80% specificity in a 20-fold cross-validation. Diagnosis of Stage 1 lung cancer is as accurate as later stages.

Novel non-invasive early detection of lung cancer using liquid immunobiopsy metabolic activity profiles Adir, Y., Tirman, S., Abramovitch, S. et al. Cancer Immunol Immunother (2018).
https://doi.org/10.1007/s00262 -018-2173-5
https://link.springer.com/article/10.1007%2Fs00262 -018-2173-5

Abstract

Lung cancer is the leading cause of cancer death worldwide. Survival is largely dependent on the stage of diagnosis: the localized disease has a 5-year survival greater than 55%, whereas, for spread tumors, this rate is only 4%. Therefore, the early detection of lung cancer is key for improving prognosis. In this study, we present an innovative, non-invasive, cancer detection approach based on measurements of the metabolic activity profiles of immune system cells. For each Liquid ImmunoBiopsy test, a 384 multi-well plate is loaded with freshly separated PBMCs, and each well contains 1 of the 16 selected stimulants in several increasing concentrations. The extracellular acidity is measured in both air-open and hermetically-sealed states, using a commercial fluorescence plate reader, for approximately 1.5 h. Both states enable the measurement of real-time accumulation of ‘soluble’ versus ‘volatile’ metabolic products, thereby differentiating between oxidative phosphorylation and aerobic glycolysis. The metabolic activity profiles are analyzed for cancer diagnosis by machine-learning tools. We present a diagnostic accuracy study, using a multivariable prediction model to differentiate between lung cancer and control blood samples. The model was developed and tested using a cohort of 200 subjects (100 lung cancer and 100 control subjects), yielding 91% sensitivity and 80% specificity in a 20-fold cross-validation. Our results clearly indicate that the proposed clinical model is suitable for non-invasive early lung cancer diagnosis, and is indifferent to lung cancer stage and histological type.

5

6

Savicell had a poster presentation on clinical results focused on early stage lung cancer at the European Respiratory Society International Congress in September 2018. Specifically, 328 subjects of which are 82 are early stages and 246 are healthy controls. 77% of the cancer patients were Stage1 and 33% were Stage 2. Test results were 92% sensitivity and 76% specificity using stratified 10-fold cross-validation. Negative predictive value was 0.97 and area under the ROC curve was 0.93.

7

Lung cancer

American Cancer Society estimates there will be 222,500 new cases of lung cancer in the USA in 2017, representing 13.6% of all cancer diagnoses. Worldwide, there were an estimated 1.8 million new cases of lung cancer in 2012, accounting for 12.9% of all cancers. Lung cancer is the leading cancer killer in both men and women in the USA and worldwide. ^{11, 12}

Less than 20% of lung cancers are diagnosed at an early stage, with a five-year survival rate (completely resected NSCLC stage 1A) that ranges from 67 to 89% ⁸. Unfortunately, the majority of lung cancer cases (57%) are diagnosed at an advanced stage when five-year survival is as low as 4%. This is because lung cancer symptoms present themselves at later stages of the disease.

Cigarette smoke remains the main risk factor for lung cancer, with 85% to 90% of lung cancer cases in the USA occurring in current or former smokers. There are about 94 million current and former smokers in the USA. While clinicians can identify those at risk, they lack effective tools to diagnose lung cancer early.

With improved low-dose computed tomography (LDCT) technology, it is possible to detect potential malignant nodules in high-risk populations. Pulmonary nodules are small, focal, radiographic opacities that may be solitary or multiple. The management goal of patients with pulmonary nodules is to distinguish between benign and malignant nodules, speeding diagnosis for malignant nodules while minimizing unnecessary and invasive testing of those that are benign. Many pulmonary nodules are detected incidentally in computed tomography (CT) and chest x-rays examination (not related to the indication for obtaining the CT or x-rays examination) and in scheduled LDCT screening.

The largest USA National Screening Trial (NLST) demonstrated that screening high-risk subjects decreases mortality. The current standard of care for diagnosing lung cancer in high-risk patients is LDCT scanning. This large trial of 53,454 current or former heavy smokers, ages 55 to 74, demonstrated that screening high-risk subjects using LDCT decreases mortality from lung cancer by 20%. Based on this study, the United States Preventive Services Task force (“USPSTF”) guidelines recommend annual LDCTs for patients at high risk for lung cancer. However, there are major limitations to CT screening that create the following two important market needs:

8

Broader Screening

Because of cost-benefit ratios (including possible radiation risks), LDCT was approved only for a heavy- use segment of past and current smokers. Specifically, Americans aged 55 to 80 years old who have a 30 pack-year smoking history and currently smoke or have quit within the past 15 years. This represents about 10 million people or about 11% of the 94 million past and current smokers in the US. There is still a major unmet need for a safer, cost- effective liquid biopsy test that can help screen for lung cancer in the broader past and current smoker population.

Indeterminate Nodules

A total of 96.4% of the positive screening results (NLST) in the low- dose CT group and 94.5% in the radiography group were false positive results. The estimated number of pulmonary nodules in the USA ranges from 2 million to 4.9 million annually ^4,6,7. Using an estimate of 3 million annual pulmonary nodules, and a false positive rate of 96.4% for LDCT and 94% for x-ray, would generate up to 2.8 million false positive cases a year. In addition, 25% of all LDCTs are indeterminate, and require additional follow-up procedures. A full implementation of LDCT screening in the USA will identify 2.5 million indeterminate nodules and is expected to further increase the number of false positive cases.

After nodule findings, the follow-up procedures to diagnose lung cancer are expensive, invasive procedures like biopsy. Bronchoscopy can have significant complication risks, and follow-up imaging adds to radiation risks. Millions of false positive cases annually could lead to unnecessary invasive procedures on many smokers or past smokers who do not actually have lung cancer, driving higher costs, mortality and morbidity.

There is an important need for a safer liquid biopsy test that can assist in the diagnosis of indeterminate nodules and significantly reduce the number of false positive results.

Lung cancer strategy

In the longer term, we plan to develop a screening test for lung cancer. However, our initial goal is to provide an additional tool for clinicians, designed to assist in the diagnosis of indeterminate nodules identified by imaging. The Well-Shield test is intended to help a clinician decide on invasive and/or non-invasive follow- up. It could help reduce the majority of the false positive results and reduce the number of unnecessary invasive procedures by more than 200,000 annually in the US ^9,10. As a result, Well-Shield’s test could drive $3.6 billion in annual cost savings in the USA alone.

Sources Quoted

1.	Bantug, G. R., Galluzzi, L., Kroemer, G. & Hess, C. The spectrum of T cell metabolism in health and disease. Nat. Rev. Immunol. (2017). doi:10.1038/nri.2017.9
2.	Yochir, A et al. Novel non-invasive early detection of lung cancer using liquid immunobiopsy metabolic activity profiles. Cancer Immunology, Immunotherapy (2018). Vol 67. Iss 7. pp 1135-1146
3.	Bantug (2017)
4.	Luba Frank and Leslie E. Quint. Chest CT incidentalomas: thyroid lesions, enlarged mediastinal lymph nodes, and lung nodules Cancer Imaging. 2012; 12(1): 41–48
5.	Piper Jaffray (2015) The Liquid Biopsy Report
6.	MacMahon H, Austin JH, Gamsu G, et al. Guidelines for management of small pulmonary nodules detected on CT scans: a statement from the Fleischner Society. Radiology. 2005;237:395–400. doi:10.1148/radiol.2372041887. [PubMed]
7.	Michael K. Gould et al. Recent Trends in the Identification of Incidental Pulmonary Nodules. Am J Respir Crit Care Med Vol 192, Iss 10, pp 1208–1214, Nov 15, 2015
8.	Apichat Tantraworasin et al. ISRN Surgery Volume 2013, Article ID 175304, 7 pages
9.	Moving Beyond the National Lung Screening Trial: Discussing Strategies for Implementation of Lung Cancer Screening Programs Bernando H.L. Goulard, The Oncologist. 2013 Aug; 18(8): 941–946
10.	Assume 10 million patients screened and sensitivity and specificity of 92% and 75% respectively. Well-Shield may have higher or lower sensitivity and specificity.
11.	Cancer Facts & Figures 2015.
12.	World Cancer Report 2014.

9

Competition

The diagnostic, pharmaceutical and biopharmaceutical industry is characterized by intense competition and rapid and significant technological changes and advancements. Many companies, research institutions and universities are doing research and development work in a number of areas similar to those that we focus on that could lead to the development of new products which could compete with and be superior to our product candidates. Most of the companies against which we will compete have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than those of ours. A number of these companies may have or may develop technologies for developing products for treating various diseases that could prove to be superior to ours. We expect technological developments in the diagnostic, pharmaceutical and biopharmaceutical and related fields to occur at a rapid rate, and we believe competition will intensify as advances in these fields are made. Accordingly, we will be required to continue to devote substantial resources and efforts to research and development activities in order to potentially achieve and maintain a competitive position in this field. Products that we develop may become obsolete before we are able to commercialize them or to recover all or any portion of our research and development expenses. We will be competing with respect to our products with companies that have significantly more experience in undertaking preclinical testing and human clinical trials with new or improved diagnostic and therapeutic products and obtaining regulatory approvals of such products. A number of these companies already market and may be in advanced phases of clinical testing of various drugs that may compete with our lead product candidate or any future product candidates. Our competitors may develop or commercialize products more rapidly than we do or with significant advantages over any products we develop. Our competitors may therefore be more successful in commercializing their products than we are, which could adversely affect our competitive position and business.

Exact Sciences Corporation is a molecular diagnostics company focused on the early detection and prevention of colorectal cancer. It has an exclusive intellectual property protecting its non-invasive, molecular screening technology for the detection of colorectal pre-cancer and cancer.

Guardant Health Corporation and Grail Corporation are two examples of liquid biopsy technology companies. Their technology uses DNA sequencing to detect and evaluate cancer. There are many other competitors in the liquid biopsy market.

Research and Development Expenditures

During the year ended December 31, 2018, we expended $2,625,665 in research and development. During the year ended December 31, 2017, we expended $1,272,666 in research and development.

Employees

We currently have ten employees located in the U.S. and in our laboratory located in Haifa, Israel. In addition, we have several consultants engaged on continuous mandates. Over the next twelve months we plan to increase the number of employees with a greater increase in the Israel localion. We will continue to use a mix of employees and consultants depending on the time commitment required for the particular roles being fulfilled by these personnel.

Subsidiaries

On April 23, 2012, we incorporated Savicell Diagnostic Ltd., a company governed by the laws of Israel.

Intellectual Property

In order to protect our proprietary technologies, we rely on combinations of patent, trademark, copyright, and trade secret protection, as well as confidentiality agreements with employees, consultants, and third parties.

Savicell has developed significant know-how with its immunobiopsy algorithms over the last few years that is not easily replicable by others. The Company intention is to continue to build an extensive metabolic profile of multiple disease states as a core asset of the company.

Savicell has been granted approval of its patent, “METHODS OF MONITORING AND ANALYZING METABOLIC ACTIVITY PROFILES > DIAGNOSTIC AND THERAPEUTIC USES OF SAME” from the United States patent office effective as of May 20, 2014 and issued as US Patent No. 8,728,758 and from the European patent office effective as of September 8, 2016. The technology has now received intellectual property protection with a patent approved in the United States, China, Japan and Europe. Furthermore, the patent process is ongoing in several other countries.

10

Savicell has submitted a provisional patent in August 2017 specific to lung cancer “METHODS OF DIAGNOSING AND TREATING LUNG CANCER”

Savicell has been granted approval of its continuation patent, “METHODS OF MONITORING AND ANALYZING METABOLIC ACTIVITY PROFILES > DIAGNOSTIC AND THERAPEUTIC USES OF SAME” from the United States patent office effective as of Feb 8, 2018 and issued as US Patent No. 0038849.

Government Regulations

Certain of our activities may be subject to regulatory oversight by the FDA under provisions of the Federal Food, Drug, and Cosmetic Act and regulations thereunder, including regulations governing the development, marketing, labeling, promotion, manufacturing and export of diagnostic products. Failure to comply with applicable requirements can lead to sanctions, including withdrawal of products from the market, recalls, refusal to authorize government contracts, product seizures, civil money penalties, injunctions and criminal prosecution. Certain of our activities may be subject to establishment of Clia ’88 certification. We also may be subject an EC certification process, frequently shorthanded as “CE Mark” under the IVDD 98/79/EC.

U.S. Food and Drug Administration

The Food, Drug and Cosmetic Act requires that medical devices introduced to the U.S. market, unless otherwise exempted, be subject to either a premarket notification clearance, known as a 510(k), or a premarket approval (PMA). The PMA process involves providing extensive data to the FDA to allow the FDA to find that the device is safe and effective for its intended use, which may also include providing additional data and updates to the FDA, the convening of expert panels, inspection of manufacturing facilities, and new or supplemented PMAs if the product is modified during the process. Even if granted, a 510(k) or PMA approval may place substantial restrictions on how a device is marketed or sold, and the FDA will continue to place considerable restrictions on products, including but not limited to registering manufacturing facilities, listing the products with the FDA, complying with labeling requirements, and meeting reporting requirements. We believe obtaining FDA clearance or approval for our test is critical to building broad demand and successful commercialization for our products. We believe that the studies required in connection with any approval or clearance of our technology, regardless of whether the regulatory pathway is the 510(k) process or a PMA, will be material in cost and time-intensive. There can be no assurance that the FDA will ultimately approve any 510(k) request or approve any PMA submitted by us in a timely manner or at all.

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 annual report on Form 10-K 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.

Risks Related to our Company

The slowing of the worldwide economic growth 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.

There has been a downturn in general worldwide economic conditions due to many factors, including the effects of 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.

11

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 continue to ramp-up the scope of our business operations. With our stated goal of completing our clinical testing, furthering our research and development and achieving commercialization of the Technology, the pace of our progress will depend on the quantum of financing raised. As additional financing is raised, we will continue to accelerate the pace of our overall business initiates. Until the amount of financing is known, we cannot precisely forecast the expenditure budget. On December 31, 2018, we had cash and cash equivalents of $120,245. As of December 31, 2018, we had total liabilities of $3,039,105, the majority of which is represented by debt owing to management that is expected to be converted to common shares and for which management has limited ability to demand payment in cash. 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.

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 officers 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.

12

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.

Risks Relating to Our 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:

• our clinical testing is still in progress and development;
• 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;

13

• 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.

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 biotech 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.

14

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.

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;

15

• 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.

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.

16

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.

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.

17

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 OTC Pink operated by the OTC Markets Group, there is no market for our common stock. Even when a market is established and trading begins, trading through OTC Pink 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.

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 1B. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES

Executive Offices

Our executive and head offices are located at P.O. Box 1080, 10 Stevens Street, Andover, MA 01810-3572. We are presently benefitting from free rental space until such time as our U.S. operations ramp up. Once we attain the necessary funding and increase our employee base, we will look for more spacious facilities to meet our growing needs. Our Subsidiary operates from a new laboratory facility in Haifa, Israel, including sourcing office space in Israel to house the operations of our Subsidiary. On July 20, 2015, Savicell signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. On August 3, 2018, the lease was renewed for the subsequent two-year period. The monthly lease expense is approximately $3,372. Our company pledged a bank deposit which is used as a bank guarantee at an amount of approximately $13,254 to secure its payments under the lease agreement.

Intellectual Property

The description of our intellectual property rights is under the section entitled “Intellectual Property” under Item 1. Business.

ITEM 3. 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 4. MINE SAFETY DISCLOSURES

Not Applicable

18

PART II

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

Market for Securities

Our common stock is quoted on OTC Pink operated by the OTC Markets Group under the symbol “ONDR”. As of April 1, 2019, our common stock has had no trading activity on OTC Pink.

As of April 1, 2019, we had 125,865,122 shares of our common stock issued and outstanding as well as options to acquire up to 32,045,967 shares of our common stock outstanding at per share prices ranging from $0.01 -$0.20. In addition, in respect of certain obligations owing to management or consultants, we have provided such creditors with the right to convert their respective claims into a maximum aggregate amount of 21,519,734 of our common shares at per share prices ranging from $0.055 -$0.20. Furthermore, in respect of convertible loan issued in March of 2018, we have granted the holders thereof the right to convert their debt into a minimum of 1,750,000 of our common shares. In May and June of 2018, we issued additional convertible loans entitling the holders thereof to convert their debts into a minimum aggregate amount of 935,000 of our common shares. Finally, in respect of equity issuances and finder fees in connection therewith, we have issued the holders thereof warrants to acquire an additional 5,186,835 common shares at a price per share of $0.20.

Transfer Agent

Our shares of common stock are issued in registered form. The transfer agent and registrar for our common stock is Nevada Agency and Transfer Company located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501, Telephone (775) 322-0626, Transfer Agent e-mail: info@natco.org.

Holders of Our Common Stock

As of April 1, 2019, we had 174 holders of our common stock.

Registration Rights

We have not granted registration rights to any person.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.

We must not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of our common stock or other class of stock junior to our preferred stock as to dividends or upon liquidation) in respect of our common stock, or other class of stock junior to our preferred stock, nor must we redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of our preferred stock for the current period (and in the case of cumulative dividends, if any, payable to holders of our preferred stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payment, in accordance with the terms of our preferred stock, as fixed by our board of directors.

Other than as stated above, there are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

• we would not be able to pay our debts as they become due in the usual course of business; or
• our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

19

Recent Sales of Unregistered Securities

Since the beginning of our fiscal year ended December 31, 2018, 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.

Securities authorized for issuance under equity compensation plans.

The following table summarizes certain information regarding our equity compensation plans as at December 31, 2018:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan
Equity compensation plans approved by security holders	Nil	Nil	Nil
Equity compensation plans not approved by security holders	32,595,967 (1)	$0.13	Nil
Total	32,595,967	$0.13	Nil

⁽¹⁾ Of the options currently outstanding, a total of 11,919,717 options have been granted pursuant to our 2013 Stock Incentive Plan and 20,126,250 options have been granted outside of the 2013 Stock Incentive Plan.

Stock Option Plan

Effective June 5, 2013 our board of directors adopted and approved the 2013 Stock Incentive Plan and Israeli Appendix. The purpose of the option plan is to enhance the long-term stockholder value of our company by offering opportunities to our directors, officers, key employees, independent contractors and consultants to acquire and maintain stock ownership in our company in order to give these persons the opportunity to participate in our company’s growth and success, and to encourage them to remain in the service of our company. A total of 12,000,000 shares of our common stock were available for issuance under the stock option plan and a total of 11,919,717 stock options granted pursuant to the plan remain outstanding. Pursuant to directors resolutions dated January 31, 2017, we amended the 2013 Plan to authorize an increase to the number of incentive stock options available from 12,000,000 shares of common stock to 23,000,000 shares of common stock.

Issuer Purchases of Equity Securities

During the fiscal year ended December 31, 2018, we did not purchase any of our equity securities.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

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

Our management’s discussion and analysis of financial condition and results of operations provides a narrative about our financial performance and condition that should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2018 and related notes thereto.

Plan of Operations

We are an early-stage company. There exists substantial doubt that we can continue as an on-going business for the next twelve 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.

20

Our primary objectives for the next twelve month period are to further develop the Technology and to advance the Technology so that it broader clinical testing may be undertaken. The pace at which we will advance the development of the Technology will depend, in part, on the quantum of additional financing that we are able to raise within the first six months of 2018. Once such amount becomes known, we will be in a position to estimate the overall expenditure profile for the ensuing 12 months.

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 cease the operation of our business or slow the pace of development.

Results of Operations

Revenue

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 years ended December 31, 2018 and December 31, 2017, we incurred the following expenses:

	Year Ended	Year Ended
	December 31, 2018	December 31, 2017
General and Administrative Expenses	$	$
Accounting Fees	30,000	30,000
Audit & Tax Fees	97,850	71,532
Bank Fees	569	575
Consulting Fees	304,321	288,387
Filing and Transfer Agent Fees	8,445	11,045
Insurance Expense	32,003	45,085
Legal Fees	25,197	28,983
Marketing Expense	7,239	2,780
Office and Miscellaneous Expense	64,510	101,127
Payroll Expense	58,763	49,306
Rent Expense	4,136	4,146
Research and Development Expense	2,625,665	1,272,666
Travel Expenses	20,471	17,305
Share Issuance Cost	7,828	-
	3,286,997	1,922,937

Our expenses increased by approximately 71% during the year ended December 31, 2018 compared to the same period in 2017 primarily due to an increase in the research and development expense resulting from the recognition of substantial stock compensation expense relating to option grants made in 2018 to employees and consultants engaged in the research and development function. In addition, the expenses recognized in the period ended December 31, 2018 were higher than those for the previous fiscal year in the areas of consulting fees, payroll and audit and tax fees but such increases were partially mitigated by reductions in insurance and office and miscellaneous expense.

Significant changes in the expense items from 2017 to 2018 are summarized as follows.

• Research and Development (“R&D”) Expense increased by 106% primarily due to three factors: (a) the material stock compensation expense relating to option grants made in 2018 to employees and consultants engaged in the research and development function; (b) increased payroll to research and development employees; and (c) expense increase mitigation related to reduced reliance on outside consultants.

21

• Consulting fees increased by 6% due to additional reliance on outside personnel in furtherance of our business objectives

• Audit and tax fees increased by 37% as a result of the additional complexity related to our business operations and capital structure;

• Office and Miscellaneous Expense decreased by 36% as a result of increased diligence in maximizing the efficiency of our business operations;

• Insurance expense decreased by 29% due to payment schedule timing impact.

• Travel Expense increased by 18% as a result of more frequent travel by our Chief Executive Officer to Israel to oversee operations and meet investors and potential investors.

Liquidity and Capital Resources

Working Capital

		As at December 31, 2018		As at December 31, 2017
Current Assets	$	193,038	$	278,745
Current Liabilities	$	440,716	$	860,490
Working Capital (deficiency)	$	(247,678)	$	(581,745)

Our operations consumed more cash in the year ended December 31, 2018 versus the corresponding period in 2017 primarily due to certain increases in expenses as described above as well as less reliance on accounts payable as a source of financing. A large component of the reduction in accounts payable in 2018 relates to re-characterization of amounts payable to management and consultants as convertible debentures given that such debts are now convertible into common shares at the discretion of the respective creditors. Moreover, we raised more dollars of new equity and debt capital. Given that the financing proceeds raised in 2018 was less than the cash used in operations as well as investing activities, we experienced a decline in our cash and cash equivalents.

Conversions into Common Stock

On October 30, 2012, we announced the entry into a conversion and participation rights agreement with investors who have purchased ordinary shares of our Subsidiary, Savicell (as detailed in our current report on Form 8-K filed with the SEC on November 1, 2012). Pursuant to the agreement, we have permitted investors to convert their shares held in Savicell into shares of our company at 80% of the per share pricing of the first completed financing of over US$500,000 conducted after July 1, 2012. In each case of conversion of shares from Savicell to shares of our company, our proportional interest in Savicell increases as the shareholder tenders to our company their shares of Savicell in return for treasury issued shares of our company. In respect of the above conversion terms:

• On April 3, 2017 we issued an aggregate of 288,830 shares of common stock converted from shares of our subsidiary Savicell at a conversion price at $0.16 per share of our common stock.

In the above case, these funds had been provided to our subsidiary Savicell in prior fiscal periods, so no net cash was provided by these Financing Activities.

On January 16, 2017, we entered into debt conversion option agreements (each, an “Agreement”) with four subscribers (each, a “Subscriber”) pursuant to which we have agreed to permit the Subscribers to convert an aggregate amount of $172,894.55 (the “Subscription Debt Amount”) owed to them by our company into an aggregate of up to 864,473 shares of common stock of our company (the “Conversion Right”) at a price of $0.20 per share, effective December 31, 2016. Three of the Subscribers are directors and/or officers of our company and have subscribed as follows:

22

Name of Insider	Subscription Debt Amount	Number of Shares of Common Stock to be Issued Upon Conversion
Giora Davidovits	$75,000.00	375,000
Eyal Davidovits	$33,682.91	168,415
Irit Arbel	$31,811.64	162,000

At any time while our company’s shares are listed on a United States stock exchange or quotation system (the “Exchange”), 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 $100,000,000, we may provide notice to the Subscriber that the Subscriber’s Conversion Right will be terminated in ten (10) business days (the “Early Termination Date”). In the event that we deliver such notice to the Subscriber and the Subscriber does not exercise the Conversion Right in the 10 business days following delivery of such notice, the Conversion Right will have terminated on the Early Termination Date.

The Agreements terminate on the earliest of (i) seven years from the date of the Agreements, (ii) the date the Subscriber demands in writing the Subscription Debt Amount in cash from our company, respecting only that portion of the Subscription Debt Amount demanded by the Subscriber; and (iii) the Early Termination Date (defined below). Each Agreement is the third such agreement with each of the Subscribers regarding debt owed to them; the first such agreement for each was dated April 15, 2015.

In February 2019, but with effect as at December 31, 2018, we entered into debt conversion option agreements (each, an “Agreement”) with four subscribers (each, a “Subscriber”) pursuant to which we have agreed to permit the Subscribers to convert an aggregate amount of $843,265.93 (the “Subscription Debt Amount”) owed to them by our company into an aggregate of up to 4,216,330 shares of common stock of our company (the “Conversion Right”) at a price of $0.20 per share. Three of the Subscribers are directors and/or officers of our company and have subscribed as follows:

Name, Address, and EIN of Lender	Effective Date	Amount of Debt	No. of Shares	Deemed Price per Share
Giora Davidovits 65 Carter Lane Andover, MA 01810	December 31, 2018	$349,877	1,749,386	$0.20
Eyal Davidovits 69 Hashomer Street Zichron, Yaakov, Israel 30900	December 31, 2018	$159,036	795,180	$0.20
Irit Arbel 6 Hadishon Street Jerusalem, Israel 96956	December 31, 2018	$129,924	649,620	$0.20
		$638,837	3,194,186

Issuances of convertible debt or common stock

On March 8, 2018, we entered into one convertible loan in the face amount of $350,000 to two accredited investors who are not U.S. persons. The convertible loan evidences a debt due on demand that bears interest at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of $0.20 per share or such lesser price that the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment of the convertible loan, the Registrant will issue warrants of the Registrant in a number that is equal to the amount of the Loan divided by the Conversion price, exercisable at the Funding Price (as defined in the Agreements) per Warrant.

On April 17, 2018, 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.

23

In May and June 2018, we entered into four convertible loans in the aggregate amount of $187,000 to four individual lenders. The debentures are interest bearing and have a term to maturity of two years. The loans are convertible into common shares of the Company at the lower of $0.20 per share and the price of a future financing initiative. Moreover, warrants will be granted to the lenders upon the earlier of repayment of the loans or conversion thereof, in a number that is equal to the amount of the convertible loans divided by the conversion price, exercisable at the funding price.

On June 20, 2018, the Company issued 117,660 shares at $0.20 per share for an aggregate amount of $23,532 in exchange for consulting services rendered during the year ended December 31, 2018.

On August 24, 2018, the Company issued 16,665 common shares at $0.20 per share for total proceeds of $3,333 for stock options that were exercised during the year ended December 31, 2018.

On August 27, 2018, stock options previously granted by the Company to a consultant were exercised resulting in the issuance of 800,000 common shares at $0.01 per share. The Company will receive consulting services from this consultant in 2019 in lieu of receiving cash proceeds from this issuance.

On September 7, 2018, we sold 2,300,000 units at a price of $0.20 per unit for gross proceeds of $460,000. Each unit consists of one share of common stock and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for a period of two years after the closing of the financing.

On December 18, 2018, the Company issued 78,625 shares at $0.20 per share for an aggregate amount of $15,725 in respect of future consulting services to be rendered for the period from January 1, 2019 to December 31, 2019.

On December 19, 2018, we issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

On December 19, 2018, we issued an aggregate of 605,585 units at a price of $0.20 per unit. The total proceeds consist of $95,000 which was previously recorded as a share subscription received on the balance sheet with the remaining gross proceed of $26,117. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

On March 4, 2019, we sold 1,302,000 units at a price of US$0.20 per unit for gross proceeds of US$260,400. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On March 4, 2019, 500,000 stock options that were previously issued to a consultant were exercised at $0.01 per share to settle the outstanding payable to the consultant.

24

Cash Flows

	Year Ended		Year Ended
	December 31, 2018		December 31, 2017
	$		$
Net loss for the year	(3,587,653	)	(2,264,316	)
Net Cash Used in Operating Activities	(1,256,423	)	(1,046,137	)
Net Cash Provided by Financing Activities	1,191,908		825,000
Net Cash Provided by Used in Investing Activities	(20,830	)	-
Effects on exchange rate changes	(20,563	)	3,242
Cash, Cash equivalents and Restricted Cash, End of Year	149,430		255,338

Cash Used In Operating Activities

The increase in cash used in operating activities compared to the same period last year is due to an overall increase in the cash portion of expenses incurred together with the reduced reliance on accounts payable as a source of financing.

Cash from Financing Activities

The increase in cash provided by financing activities compared to the same period last year results from increased debt and equity financings completed during the year ended December 31, 2018 compared to the corresponding period of 2017. In 2018, we realized debt and equity financings of $1,191,908. By contrast, in 2017 we realized equity financing of $825,000.

Cash Provided by (Used in) Investing Activities

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

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 December 31, 2018, our company has an accumulated deficit of $15,255,866 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 above in their report on the financial statements for the year ended December 31, 2018, 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.

25

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 Arrangemen+ts

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 is material to investors.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Online Disruptive Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Online Disruptive Technologies, Inc. (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, deficiency, and cash flows for each of the years in the two-year period ended December 31, 2018 and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

 

27

MNP LLP
Chartered Professional Accountants

We have served as the Company’s auditor since 2012.

Vancouver, BC
April 1, 2019

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

Online Disruptive Technologies, Inc.
Consolidated Balance Sheets
(U.S. Dollars)

	December 31, 2018		December 31, 2017
	$		$
ASSETS
Current Assets
Cash and Cash Equivalents	120,245		232,247
Restricted Cash (Note 12 (3))	29,185		23,091
Prepaid Expenses	23,467		7,247
VAT Receivable	20,141		16,160
Total Current Assets	193,038		278,745
Fixed Assets (Note 3)	45,274		47,135
Total Assets	238,312		325,880
LIABILITIES
Current Liabilities
Accounts Payable	194,400		705,694
Accrued Liabilities	196,316		154,796
Promissory Note (Note 6)	50,000		-
Total Current Liabilities	440,716		860,490
Convertible Debentures (Note 7)	2,061,388		1,071,172
Convertible Loans (Note 8)	537,000		-
Total Liabilities	3,039,104		1,931,662
DEFICIT
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    124,063,122 Common Shares (December 31, 2017:    119,163,408 Common Shares)	124,063		119,163
Additional Paid-in Capital	12,340,094		10,451,520
Accumulated Other Comprehensive Income (Loss)	80,946		(74,233	)
Deficit	(15,255,866	)	(12,046,656	)
Deficit Attributable to Stockholders of the Company	(2,710,763	)	(1,550,206	)
Non-Controlling Interests	(90,029	)	(55,576	)
Total Deficit	(2,800,792	)	(1,605,782	)
Total Liabilities and Deficit	238,312		325,880

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

Online Disruptive Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(U.S. Dollars)

	Year Ended		Year Ended
	December 31, 2018		December 31, 2017
General and Administrative Expenses	$		$
Accounting Fees	30,000		30,000
Audit & Tax Fees	97,850		71,532
Bank Fees	569		575
Consulting Fees	304,321		288,387
Filing and Transfer Agent Fees	8,445		11,045
Insurance Expense	32,003		45,085
Legal Fees	25,197		28,983
Marketing Expense	7,239		2,780
Office and Miscellaneous Expense	64,510		101,127
Payroll Expense	58,763		49,306
Rent Expense	4,136		4,146
Research and Development Expense (Note 2(l))	2,625,665		1,272,666
Share Issuance Cost	7,828		-
Travel Expense	20,471		17,305
	3,286,997		1,922,937
Other Expense
Interest Accretion (Note 7)	146,761		337,161
Interest Expense	1,476		884
Foreign Currency Loss	152,419		3,334
Net Loss for the year	(3,587,653	)	(2,264,316	)
Other Comprehensive Income
Currency Translation Adjustments	155,177		13,947
Comprehensive Loss for the year	(3,432,476	)	(2,250,369	)
Net Loss attributable to:
Common Stockholders	(3,209,210	)	(2,064,387	)
Non-Controlling Interests	(378,443	)	(199,929	)
	(3,587,653	)	(2,264,316	)
Net Comprehensive Loss Attributable to:
Common Stockholders	(3,070,402	)	(2,051,671	)
Non-Controlling Interests	(362,074	)	(198,698	)
	(3,432,476	)	(2,250,369	)
Basic and Diluted Net Loss per Common Share	(0.03	)	(0.02	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	120,542,611		110,324,539

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

Online Disruptive Technologies, Inc.
Consolidated Statements of Deficiency
For the years ended December 31, 2018 and 2017
(U.S. Dollars)

							Accumulated				Total Common
			Additional				Other								Total
					Share
					Subscription								Non-
		Common Stock	Paid In		Received		Comprehensive				Stockholders		Controlling
	Shares	Amount	Capital				Income		Deficit		Deficiency		Interests		Deficiency
Balance December 31, 2016	114,180,828	114,181	9,394,275		158,750		(88,180	)	(9,982,269	)	(403,243	)	56,033		(347,210	)
Shares issued for cash at $0.20 per share	4,543,750	4,544	904,206		(158,750	)					750,000				750,000
Shares issued for investment in Savicell at $0.16	288,830	288	45,924								46,212				46,212
Stock options exercised for Shares	150,000	150	1,350								1,500				1,500
Share subscription received (Note 9)					95,000						95,000				95,000
Stock option expense			190,720								190,720				190,720
Change in ownership of Savicell (Note 9)			(158,455	)							(158,455	)	88,320		(70,135	)
Share issuance cost			(21,500	)							(21,500	)			(21,500	)
Foreign currency translation adjustment							13,947				13,947				13,947
Net loss for the year									(2,064,387	)	(2,064,387	)	(199,929	)	(2,264,316	)
Balance December 31, 2017	119,163,408	119,163	10,356,520		95,000		(74,233	)	(12,046,656	)	(1,550,206	)	(55,576	)	(1,605,782	)
Shares issued for cash at $0.20 per share/unit (Note 9)	3,422,250	3,422	681,028		(95,000	)					589,450				589,450
Shares issued for cash at $0.01 per share/unit (Note 9)	481,179	481	4,331								4,812				4,812
Shares issued for consulting services at $0.20 per share (Note 9)	117,660	118	23,414								23,532				23,532
Stock options exercised for shares (Note 9)	800,000	800	7,200								8,000				8,000
Shares issued for future consulting services at $0.20 per share (Note 9)	78,625	79	15,646								15,725				15,725
Warrants issued as share issuance cost at $0.20 per share (Note 9)			7,828								7,828				7,828
Stock option expense (Notes 7, 9)			1,585,022								1,585,022				1,585,022
Change in ownership of Savicell (Note 9)			(350,895	)							(350,895	)	343,990		(6,905	)
Share subscription received					10,000						10,000				10,000
Foreign currency translation adjustment							155,179				155,179				155,179
Net loss for the year									(3,209,210	)	(3,209,210	)	(378,443	)	(3,587,653	)
Balance December 31, 2018	124,063,122	124,063	12,330,094		10,000		80,946		(15,255,866	)	(2,710,763	)	(90,029	)	(2,800,792	)

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

Online Disruptive Technologies, Inc.
Consolidated Statements of Cash Flows
(U.S. Dollars)

	Year Ended		Year Ended
	December		December 31,
	31, 2018		2017
Cash flow from Operating Activities
Net loss for the year	(3,587,653	)	(2,264,316	)
Adjustment for items not involving cash:
Stock-based compensation	1,585,022		190,720
Foreign exchange loss	152,419		3,334
Depreciation – fixed assets	19,140		13,745
Shares issued for consulting services	55,044		-
Interest accretion	146,761		337,161
Changes in non-cash working capital items:
(Increase) decrease in VAT receivable	(5,399	)	15,285
Increase in prepaid expense	(16,658	)	(5,338	)
Decrease in accounts payable and accrued liabilities	394,901		663,272
Net cash used in operating activities	(1,256,423	)	(1,046,137	)
Cash flow from financing activities
Common shares issued, net of issuance costs	604,908		825,000
Proceeds from issuance of convertible loans	537,000		-
Issuance of promissory note	50,000		-
Net cash provided by financing activities	1,191,908		825,000
Cash flow from investing activities
Cash utilized in purchase of assets	(20,830	)	-
Net cash used in investing activities	(20,830	)	-
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	(20,563	)	3,242
Net decrease in cash, cash equivalents, and restricted cash	(105,908	)	(217,895	)
Cash, cash equivalents, and restricted cash, beginning of year	255,338		473,233
Cash, cash equivalents, and restricted cash, end of year	149,430		255,338
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

December 31, 2018 and 2017

Note 1 – Nature of Operations and going concern

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 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 the 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 deficit balance of $247,678 as at December 31, 2018 (working capital deficit balance 2017 – $581,745) and an accumulated deficit of $15,255,866. 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 or debt 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. Failure to obtain the ongoing support of its equity financings and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

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”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at December 31, 2018 have been included.

b)        Principles of Consolidation
These Consolidated Financial Statements include the accounts of the Company and its 87.81% (December 31, 2017 – 86.65%) 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.

Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments and valuation allowances for deferred income tax assets.

d)        Foreign Currency Translation
The Company’s functional currency is the U.S. dollar. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). Transactions in currencies other than functional currencies are recorded in the entity’s functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

Results of operations are translated into the Company’s presentation currency, U.S. dollars, at an appropriate average rate of exchange during the year. Net assets and liabilities are translated to U.S. dollars for presentation purposes at rates of exchange in effect at the end of the period. Gains or losses arising on translation are recognized in other comprehensive income (loss) as foreign currency translation adjustments.

e)        Cash and Cash Equivalents
Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of December 31, 2018 and 2017.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 – Significant Accounting Policies (Continued)

f)        Stock-based Compensation
The 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 at each reporting date, 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)        Stock for Services
The Company periodically issues common stock, warrants and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.

h)        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.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2018, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 – Significant Accounting Policies (Continued)

i)        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.

j)        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 year ended December 31, 2018 and 2017 because the inclusion of such underlying shares would have had an anti-dilutive effect.

k)        Financial Instruments and Fair Value of Financial Instruments
Fair Value of Financial Instruments – the Company adopted 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 December 31, 2018, the fair value of cash and cash equivalents and restricted cash was measured using Level 1 inputs, and the fair value of convertible debentures and convertible loans was measured using Level 2 inputs.

The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, promissory note, convertible debentures and convertible loans. The recorded values of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 – Significant Accounting Policies (Continued)

l)        Research and Development Costs
In the year ended December 31, 2018, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Year Ended	Year Ended
	December 31, 2018	December 31, 2017
Research and Development Expenses	$	$
Consulting fees	30,210	98,948
Legal fees	27,175	40,319
Office and Miscellaneous Expense	25,706	5,625
Payroll expense	885,413	789,949
R&D materials and supplies	23,725	105,607
Rent	45,358	41,498
Share-based compensation	1,585,022	190,720
Insurance	3,056	-
Total	2,625,665	1,272,666

Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015.

m)        Fixed Assets
The depreciation rates applicable to each category of fixed assets are as follows:

Class of Properties	Depreciation Rate
Furniture and Fixtures	15-year; straight-line basis
Computer Equipment	3 to 4-year; straight-line basis
Lab Equipment	3 to 15-year; straight-line basis

n)        Convertible debentures
Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method.

o)        Convertible loans
Convertible loans are accounted for in accordance with ASC 470-20. The Company has determined that the embedded conversion options in the convertible loans are not required to be separately accounted for as a derivative under GAAP.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 - Significant Accounting Policies (Continued)

p)        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.

q)        Recently Adopted Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company has adopted the methodologies prescribed by this ASU as of January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update provided clarity and reduced both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities are required to use a modified retrospective transition method for restricted cash. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and reflected this change on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance reduced diversity in practice in how certain transactions are classified in the statement of cash flows. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 - Significant Accounting Policies (Continued)

In July 2017, the FASB issued ASU 2017-11“Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to Common Stock holders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has early adopted the methodologies prescribed by this ASU for the year ended December 31, 2018 and there is no material impact on the Company’s consolidated financial statements.

r)        Recently Issued Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. For all entities, amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ASU 2018-10 will be effective for use for fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but noearlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 - Significant Accounting Policies (Continued)

In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

Note 3 – Fixed Assets

As of December 31, 2018, the fixed assets balance on the consolidated financial statements consist of the following:

		Furniture and
Cost:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	3,496		$	26,489		$	44,432		$	74,417
Additions		-			-			-			-
Exchange difference		375			2,836			4,759			7,970
December 31, 2017	$	3,871		$	29,325		$	49,191		$	82,387
Additions		-			9,933			10,897			20,830
Exchange difference		(286	)		(2,580	)		(4,089	)		(6,955	)
December 31, 2018	$	3,585		$	36,678		$	55,999		$	96,262

		Furniture and
Depreciation:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	405		$	10,645		$	7,923		$	18,973
Additions		424			7,446			5,887			13,757
Exchange difference		58			1,406			1,058			2,521
December 31, 2017	$	887		$	19,497		$	14,868		$	35,252
Additions		137			6,692			12,311			19,140
Exchange difference		(65	)		(1,440	)		(1,899	)		(3,404	)
December 31, 2018	$	959		$	24,749		$	25,280		$	50,988

		Furniture and
Net Book Value:		Fixtures		Computer Equipment		Lab Equipment		Total
December 31, 2017	$	2,984	$	9,828	$	34,323	$	47,135
December 31, 2018	$	2,626	$	11,929	$	30,719	$	45,274

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 4 – 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)

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 December 31, 2015, Savicell’s entire financing commitment has been met and no more expenditures are mandated by the R&D Agreement on behalf of Ramot. Savicell is continuing the clinical research within its own laboratory situated in Haifa, Israel.

In addition, during fiscal year 2013, 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 before Savicell completes a deemed liquidity event or the first underwritten offering of the Savicell's ordinary shares to the general public. 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 parties, for a total of $2,998,682 which has been included in research and development costs. 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 of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 5 – Related Party Transactions

During the year ended December 31, 2018, Savicell incurred research and development costs of $2,625,665 (2017 -$1,272,666) which were included in the consolidated statements of operations and comprehensive loss.

The Company completed the following related party transactions:

During the year ended December 31, 2018, the Company incurred consulting fees and salaries of $593,094 (for the year ended December 31, 2017 - $553,887) payable to its directors and officers.

As at December 31, 2018, there was $94,045 (December 31, 2017 – $528,862) payable to current officers and directors of the Company.

As at December 31, 2018, included in convertible debentures are amounts of $2,061,388 (December 31, 2017 - $1,071,172) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 7).

During the year ended December 31, 2018, the Company issued stock options to related parties of the Company and incurred a total of $645,065 share-based compensation. Savicell settled payable balance to ODT through issuing 1,467 of its common shares to the ODT (Note 9), which has resulted in a change in ownership of Savicell from 86.65% in fiscal year 2017 to 87.81% in the current year (Note 9).

Note 6 – Promissory Note

During the year ended December 31, 2018, the Company issued a promissory note to the spouse of a consultant and former director of the Company for $50,000. The note bears interest at the rate of 10% per annum with a maturity date of the earlier of February 28, 2019 or the closing by the Company of an equity financing of at least $250,000. Subsequent to year ended December 31, 2018, the Company has repaid $10,000. The remaining balance is due on demand.

Note 7 – Convertible Debentures

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. 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.

On December 31, 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 $188,085 with an unsecured and non-interest bearing convertible debenture. 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 $0.20 over a seven year term.

On December 31, 2016, 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 $172,895 with an unsecured and non-interest bearing convertible debenture. 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 $0.20 over a seven-year term.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 7 – Convertible Debentures (Continued)

On December 31, 2018, 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 $843,266 with an unsecured and non-interest bearing convertible debenture. 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 $0.20 over a ten-year term.

The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible debenture issued on April 15, 2015 does contain beneficial conversion features.

The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 71%. Total debt discount amortization arising from the various series of debenture issuances during the year ended December 31, 2018 was $852,418 (December 31, 2017 – $705,657).

		December 31, 2016	Additions		December 31, 2017
Giora Davidovits	$	510,416	-	$	510,416
Eyal Davidovits		243,825	-		243,825
Irit Arbel		225,822	-		225,822
1367826 Ontario Limited		233,334	-		233,334
Total	$	1,213,397	-	$	1,213,397

		December 31, 2017		Additions		December 31, 2018
Giora Davidovits	$	510,416	$	349,877	$	860,293
Eyal Davidovits		243,825		159,036		402,861
Irit Arbel		225,822		129,924		355,746
1367826 Ontario Limited		233,334		204,429		437,763
Total	$	1,213,397	$	843,266	$	2,056,663

		December 31, 2016		Additions		December 31, 2017
Convertible debentures	$	1,213,397		-	$	1,213,397
Convertible discount		(852,418	)	-		(852,418	)
Net convertible debentures		360,979		-		360,979
Interest accretion		368,496		337,161		705,657
Exchange difference		-		4,536		4,536
Balance	$	729,475		341,697	$	1,071,172

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 7 – Convertible Debentures (Continued)

		December 31, 2017			Additions		December 31, 2018
Convertible debentures	$	1,213,397		$	843,266	$	2,056,663
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		360,979			843,266		1,204,245
Interest accretion		705,657			146,761		852,418
Exchange difference		4,536			189		4,725
Balance	$	1,071,172			990,216	$	2,061,388

Note 8 – Convertible Loans

On March 8, 2018, the Company issued one convertible loan in the face amount of $350,000 to two current shareholders. The convertible loan matures after two years and bears interest at a rate of 10% per annum. The convertible loan may be converted into common shares of the Company at the earlier of fifteen days after the maturity date and the date the Company raises gross proceeds of $5,000,000 through private placements or files a registration statement with the Securities and Exchange Commission in the United States. The conversion price is $0.20 per share or such lesser price that the Company may issue additional shares to third parties, and, on conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the loan divided by the conversion price, exercisable at the funding price. In addition, the Company will reset the prior investment price issuable to each Lender for the amount equal to the lower of the prior investment made by such lenders and the amount invested by such lenders under this loan agreement. Such lower amount is referred to as “ Covered Investment”. The incremental number of common shares to be issued to the lenders by the Company is the Covered Investment divided by the reduced share price less the number of common shares previously issued by the Company in respect of the Covered Investment.

During the year ended December 31, 2018, the Company issued four convertible loans in the aggregate amount of $187,000 to four individual lenders. The debentures are interest bearing and have a term to maturity of two years. The loans are convertible into common shares of the Company at the lower of $0.20 per share and the price of a future financing initiative. Moreover, warrants will be granted to the lenders upon the earlier of repayment of the loans or conversion thereof, in a number that is equal to the amount of the convertible loans divided by the conversion price, exercisable at the funding price.

The Company evaluated these convertible loans for derivatives and determined that they do not qualify for derivative treatment.

Note 9 – Equity

Common shares

The Company has authorized 500,000,000 common shares at par value of $0.001 per share.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity

Common shares (Continued)

On April 3, 2017, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 288,830 common shares at $0.16 per share. Total book value of the issued common shares is $46,212.

On April 3, 2017, the Company issued 1,693,750 common shares at $0.20 per unit for total proceeds of $338,750. Each unit comprises one share and one warrant to purchase a further share at a price of $0.20. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until April 3, 2019.

On May 4, 2017, the Company issued an aggregate of 1,250,000 common shares at a price of $0.20 per share for gross proceeds of $250,000.

On August 3, 2017, the Company issued an aggregate of 600,000 common shares at a price of $0.20 per share for gross proceeds of $120,000.

On September 21, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500.

On December 27, 2017, the Company issued an aggregate of 1,000,000 common shares at a price of $0.20 per share for gross proceeds of $200,000.

On April 17, 2018, 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 20, 2018, the Company issued 117,660 shares at $0.20 per share for an aggregate amount of $23,532 in exchange for consulting services rendered during the year ended December 31, 2018.

On August 24, 2018, the Company issued 16,665 common shares at $0.20 per share for total proceeds of $3,333 for stock options that were exercised during the year ended December 31, 2018.

On August 27, 2018, stock options previously granted by the Company to a consultant were exercised resulting in the issuance of 800,000 common shares at $0.01 per share. The Company will receive consulting services from this consultant in 2019 in lieu of receiving cash proceeds from this issuance.

On September 7, 2018, the Company issued an aggregate of 2,300,000 units at a price of $0.20 per unit for gross proceeds of $460,000. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On December 18, 2018, the Company issued 78,625 shares at $0.20 per share for an aggregate amount of $15,725 in respect of future consulting services to be rendered up from January 1, 2019 to December 31, 2019.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Common shares (Continued)

On December 19, 2018, the Company issued an aggregate of 605,585 units at a price of $0.20 per unit. The total proceeds consist of $95,000 which was previously recorded as a share subscription received on the balance sheet with the remaining gross proceed of $26,117 received in 2018. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.On December 19, 2018, the Company issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

As at December 31, 2018, the Company has 124,063,122 common shares (December 31, 2017 – 119,163,408) issued and outstanding.

Warrants

A summary of warrants as at December 31, 2018 and December 31, 2017 is as follows:

	Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-	$	-
Issued	1,693,750		0.20
Balance, December 31, 2017	1,693,750	$	0.20
Issued	3,493,085		0.20
Balance, December 31, 2018	5,186,835	$	0.20

Number	Weighted Average	Expiry Date	Weighted Average
Outstanding	Exercise Price		Remaining Life
1,693,750	$0.20	April 3, 2019	0.25
2,300,000	$0.20	September 7, 2020	1.69
87,500	$0.20	September 17, 2021	2.72
1,105,585	$0.20	December 19, 2020	1.97
5,186,835	$0.20		1.30

On September 17, 2018 the Company granted a total of 87,500 warrants to a consultant. The warrants are exercisable at an exercise price of $0.20 per share. The warrants expire on September 17, 2021.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Preferred Shares

The Company has authorized 20,000,000 preferred shares at a par value of $0.001 per share. No preferred shares have been issued by the Company and accordingly none are outstanding.

Stock 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 and may be exercised for seven years. 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. As of June 30, 2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, 2017, 150,000 of these options were exercised at $0.01 per share for total proceeds of $1,500. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $47) 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 and may be exercised for six years. 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. On April 20, 2017, the Company amended this option agreement resulting in the immediate vesting of any remainder unvested options upon termination of employment. In addition, the expiration date of these options was revised to be three years from the date of termination. These options became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $5,231) for such options.

In August 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 and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $9,382 (2017: $36,184) for such options.

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 and may be exercised for seven years. One third of the options will vest at each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 options has expired. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $5,238).

On November 22, 2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of November 22, 2016, November 22, 2017 and November 22, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $3,392 (2017: $2,038) for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of December 1, 2016, December 1, 2017 and December 1, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $1,987 (2017: $5,144) for such options.

On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of December 6, 2016, December 6, 2017 and December 6, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $1,658 (2017: $4,267) for such options.

On February 15, 2016 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of February 15, 2017, February 15, 2018 and February 15, 2019 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. During the year ended December 31, 2018, 16,665 options were exercised at $0.20 per share resulting in total proceeds of $3,333. The remainder options 33,335 were cancelled and no stock based compensation was recorded for the year (2017: $1,729).

On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $843 (2017: $2,744) for such options.

On May 5, 2016 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 and may be exercised for ten years. 30,000 options vest immediately. One third of the remaining options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $2,086 (2017: $7,216) for such options.

On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 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 vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

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. For the year ended December 31, 2018, 506,668 option vested and the Company recorded stock based compensation of $12,434 (2017: $22,870) for such options.

On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $21,491).

On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $47,930 (2017: $43,283) for such options.

On July 2, 2017, 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 and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $9,144 (2017: $6,269) for such options.

On July 12, 2017, the Company granted a total of 260,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 50,000 options vested on grant date. Of the remaining 210,000, one third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $12,314 (2017: $18,818) for such options.

On February 13, 2018, the Company granted a total of 231,250 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over five years. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $26,317 for such options.

On June 22, 2018, the Company granted a total of 4,100,000 stock options to a group of employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely June 22, 2019, June 22, 2020 and June 22, 2021 provided the employees remains an employee of the Company or its subsidiaries.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $182,608 for such options.

On June 22, 2018, the Company granted a total of 1,500,000 stock options to an employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options will vest immediately. The remaining 1,125,000 options will vest in equal amounts on each of June 22, 2019, June 22, 2020 and June 22, 2021 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $102,090 for such options.

On June 22, 2018, the Company granted a total of 200,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $8,432 for such options.

On June 22, 2018, the Company granted a total of 4,000,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options vest on the date of grant, and a further quarter will vest on each of June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $265,751 for such options.

On June 22, 2018, the Company granted a total of 4,600,000 stock options to a group of employees, consultants and directors. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. The options vest immediately on grant date. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $640,432 for such options.

On July 18, 2018, the Company granted a total of 360,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 150,000 of the options vest on the date of grant, and one third of the options will vest at the end of each year of service as at July 18, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $34,548 for such options.

On September 12, 2018, the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 30,000 of the options vest on the date of grant, and 40,000 of the options will vest at the end of each year of service as at September 12, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the years ended December 31, 2018, the Company recorded stock based compensation of $8,709 for such options.

On September 14, 2018, the Company granted a total of 105,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and expired on April 25, 2023. 15,000 options vested at the end of each 7 months of services. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $2,072 for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

On November 22, 2018, the Company granted a total of 250,000 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over seven years. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $212,893 for such options.

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2016	17,395,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.01	September 25, 2017
Balance, December 31, 2017	18,455,896		$	0.04
Granted, on February 13, 2018	231,250			0.20	February 13, 2023
Exercised, on January 28, 2018	(16,665	)		0.20
Cancelled, on January 28, 2018	(33,335	)		0.20
Expired, on September 28, 2018	(25,000	)		0.20
Granted, on June 22, 2018	14,400,000			0.20	June 22, 2025
Exercised, on March 20, 2018	(481,179	)		0.01
Exercised, on August 14, 2018	(800,000	)		0.01
Granted, on July 18, 2018	360,000			0.20	July 18, 2028
Granted, on September 12, 2018	150,000			0.20	September 12, 2028
Granted, on September 14, 2018	105,000			0.20	April 25, 2023
Granted, on November 22, 2018	250,000			0.20	November 22, 2025
Balance, December 31, 2018	32,595,967		$	0.13

The fair value of each option grant is calculated using the following assumptions:

	2018	2017
Expected life – year	5-10	7-10
Interest rate	1.53% - 2.86%	1.60-2.40%
Volatility	65.68% - 94.22%	73.01-90.69%
Dividend yield	--%	--%
Forfeiture rate	--%	--%
Weighted average fair value of options granted	$0.13	$0.13

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)As of December 31, 2018, there was approximately $525,483 of compensation expense related to non-vested awards (2017 – $97,974). This expense is expected to be recognized over a weighted average period of 1.31 year (2017 – 1.24) .

The aggregate intrinsic value of vested options outstanding at December 31, 2018 is $2,313,196 (2017 – 2,556,620).

		Outstanding December 31, 2018				Exercisable as at December 31, 2018
					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	3.67	9,750,000	$	0.01	3.67
	0.01	1,924,717		0.01	1.87	1,924,717		0.01	1.87
	0.01	500,000		0.01	0.00	500,000		0.01	0.00
	0.20	150,000		0.20	1.31	150,000		0.20	2.34
	0.20	120,000		0.20	2.65	120,000		0.20	2.65
	0.20	1,610,000		0.20	3.61	1,610,000		0.20	3.61
	0.20	75,000		0.20	3.67	75,000		0.20	3.67
	0.20	100,000		0.20	3.90	100,000		0.20	3.90
	0.20	125,000		0.20	3.92	125,000		0.20	3.92
	0.20	100,000		0.20	3.93	100,000		0.20	3.93
	0.20	75,000		0.20	4.18	50,000		0.20	4.18
	0.20	150,000		0.20	7.35	110,000		0.20	7.35
	0.20	800,000		0.20	2.43	506,670		0.20	2.43
	0.20	360,000		0.20	4.84	360,000		0.20	4.84
	0.20	850,000		0.20	5.42	283,333		0.20	5.42
	0.20	150,000		0.20	5.51	50,000		0.20	5.51
	0.20	260,000		0.20	8.53	120,000		0.20	8.53
	0.20	231,250		0.20	4.12	231,250		0.20	4.12
	0.20	4,100,000		0.20	6.48	-		-	6.48
	0.20	1,500,000		0.20	6.48	375,000		0.20	6.48
	0.20	200,000		0.20	6.48	-		-	6.48
	0.20	4,000,000		0.20	6.48	1,000,000		0.20	6.48
	0.20	4,600,000		0.20	6.48	4,600,000		0.20	6.48
	0.20	360,000		0.20	9.55	150,000		0.20	9.55
	0.20	105,000		0.20	4.32	-		0.20	4.32
	0.20	150,000		0.20	9.71	30,000		0.20	9.71
	0.20	250,000		0.20	6.90	250,000		0.20	6.90
		32,595,967	$	0.13	4.95	22,570,970	$	0.10	4.31

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

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 (1:10,625) 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.

During the year ended December 31, 2015, Savicell issued a total of 417 shares at $1,700 per share to third parties for aggregate proceeds of $709,087. As at December 31, 2015, Savicell also issued 516 shares at $1,700 to ODT, which of $532,084 has not been received as at December 31, 2015. In addition, Savicell investors exchanged 588 Savicell shares for 6,248,672 of ODT common shares with ODT receiving the Savicell shares so exchanged.

During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return.

During the year ended December 31, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. Savicell issued 387 shares to settle inter-company debts with ODT.

As at December 31, 2018, Savicell issued 1,467 shares to settle inter-company debts with ODT. The Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 87.81%, 10.43% and 1.76%, respectively (December 31, 2017 - 86.65%, 11.42% and 1.93%) .

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Savicell’s Common Shares

	Number	Amount
	of Shares
Balance, December 31, 2016	15,063	5,606,110
Shares issued to settle inter-company debts	387	658,711
Balance, December 31, 2017	15,450	6,264,821
Shares issued to settle inter-company debts	1,467	2,494,219
Balance, December 31, 2018	16,917	8,759,040

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 10 – Loss per Share

Both basic and diluted loss per share presented on the face of our consolidated statements of operations. Basic and diluted loss per share are calculated as follows:

		December 31, 2018			December 31,
					2017
Net loss	$	(3,587,653	)	$	(2,264,316	)
Weighted average common shares outstanding:
Basic and diluted		120,542,611			110,324,539
Net loss per common share:
Basic and diluted	$	(0.03	)	$	(0.02	)

Certain stock options whose terms and conditions are described in Note 9, “Stock Options” could potentially dilute loss per share in the future, but were not included in the computation of diluted loss per share because to do so would have been anti-dilutive. Those anti-dilutive options are as follows.

	2018	2017
Anti-dilutive options	22,570,970	18,405,896

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 11– Income Taxes

The Company and Savicell are subject to income tax laws in their respective tax jurisdictions, which are the same as their respective place of incorporation.

The following table reconciles the income tax benefit at the U.S. Federal statutory rate to income tax benefit at the Company's effective tax rates.

	For the year ended		For the year ended
	December 31, 2018		December 31, 2017
	$		$
Net loss before tax	(3,587,653	)	(2,264,316	)
Statutory tax rate	21.00%		34.00%
Expected income tax expense (recovery)	(753,407	)	(769,867	)
Non-deductible items	364,584		29,374
Change in estimates	(16,400	)	1,687,286
Change in enacted tax rate	-		536,617
Foreign tax rate difference	62,224		30,475
Change in valuation allowance	342,999		(1,513,885	)
Income tax expense (recovery)	-		-

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values. Deferred tax assets (liabilities) at December 31, 2018 and 2017 are comprised of the following:

	December 31, 2018	December 31, 2017
	$	$
Net operating loss carryforwards	-	29,867
Convertible debenture	-	(29,867	)
Net deferred tax asset (liability)	-	-

Deferred tax assets and liabilities have been offset where they relate to income tax levied by the same taxation authority and the Company has the legal right and intent to offset. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31, 2018	December 31, 2017
	$	$
Tax loss carryforwards - USA	3,946,228	3,249,241
Tax loss carryforwards - Israel	7,122,610	6,264,362
Property, plant and equipment - Israel	63,824	68,914
Convertible debenture - USA	4,535	-
Vacation accrual - Israel	37,678	40,057

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 11– Income Taxes (Continued)

As at December 31, 2018, the Company’s US net operating loss carry forwards total $3,946,228 (2017: $3,249,241). These losses expire as follows:

Expiry	$
2029	3,163
2030	69,495
2031	98,143
2032	390,141
2033	651,369
2034	615,901
2035	553,917
2036	555,992
2037	531,441
Indefinitely	476,666
TOTAL	3,946,228

As at December 31, 2018, the Company’s Israeli net operating loss carry forwards total $7,122,610 (2017 - $6,624,362). These losses carry forward indefinitely.

The deferred tax assets have not been recognized because at this stage of the Company’s development, it is not determinable that future taxable profit will be available against within the Company can utilize such deferred tax assets.

Note 12 – Commitments and Guarantees

The Company was not a guarantor to any parties as at December 31, 2018.

1. On September 11, 2012, ODT signed an employment agreement with one of the employees, its 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 him 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 is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to him options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. He is eligible for subsequent option grants at the discretion of the board of directors.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 12 – Commitments and Guarantees (Continued)

2.

On October 30, 2012, ODT and Savicell signed an employment agreement with one of the employees, its 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 him an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to the use of an automobile, health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to him options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. He is eligible for subsequent option grants at the discretion of the board of directors.

3.

On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. On August 3, 2018, the lease was renewed for an additional two years. The monthly lease expense is $3,372 (NIS 12,121). On July 1, 2018, the Company signed an operating lease agreement for additional office space for a period ending May 31, 2019 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $1,959 (NIS 7,032). Future minimum lease commitment under the operating lease agreement is approximately $73,863 (NIS 265,168). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $21,875 (NIS 78,531) to secure its payments under the lease agreement.

The minimum future payments for the above commitments are as follows:

		Consulting fee and
Year		Salaries		Office rent		Total
2019		370,180		50,259		420,439
2020		370,180		23,604		393,784
2021		370,180		-		370,180
2022		246,787		-		246,787
2023		-		-		-
Total	$	1,357,237	$	73,863	$	1,431,190

Note 13 – Geographic Information

The Company’s head office is located in the United States (“US”). The operations of the Company are primarily in two geographic areas: the US and Israel. A summary of geographical information for the Company’s long lived assets is as follows:

Period ended December 31, 2018		US		Israel		Total
Long-lived assets	$	-	$	45,274	$	45,274

Year ended December 31, 2017		US		Israel		Total
Long-lived assets	$	-	$	47,135	$	47,135

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 14 – Subsequent Events

1.	On March 4, 2019, the Company issued an aggregate of 1,302,000 units of common shares at a price of $0.20 per share for gross proceeds of $260,400. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.
2.	On March 4, 2019, 500,000 stock options that were previously issued to a consultant were exercised at $0.01 per share with the exercise proceeds being applied to settle an outstanding payable to the consultant.

Note 15 – Reclassification of Prior Year Presentation

Effective January 1, 2018, the Company has adopted ASU 2016-18 to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Prior year cash flow statements have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operation.

36

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

None.

ITEM 9A. CONTROL AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, management concluded that as of the end of the period covered by this annual report on Form 10-K, these disclosure controls and procedures were ineffective.

Because of the inherent limitations in all control systems, our management believes that no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, our management, with the participation of our principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of December 31, 2018 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, 2018 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Our company plans to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) is largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

37

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the fiscal year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our directors hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. Any director may resign his or her office at any time and may be removed at any time by the holders of a majority of the shares then entitled to vote at an election of directors. Our board of directors appoints our executive officers, and our executive officers serve at the pleasure of our board of directors.

Our current directors and executive officers, their ages, positions held, and duration of such are as follows:

Name	Position Held with Our Company	Age	Date First Elected or Appointed
Giora Davidovits	Chief Executive Officer, President, Secretary, Treasurer and Director Chief Financial Officer	64	July 30, 2012 October 2, 2012
David Eyal Davidovits	Vice President Business Development Chief Operations Officer Director	51	April 5, 2012 July 30, 2012 November 7, 2012
Shafrira Shai	Executive Vice President, Research and Development	63	July 1, 2018
Benjamin Cherniak	Director	50	August 4, 2010

Business Experience

The following is a brief account of the education and business experience of our directors and executive officers during at least the past five years.

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

Mr. Davidovits is currently our Chief Executive Officer, Chief Financial Officer, President, Secretary Treasurer and a director of our company. Mr. Davidovits brings 25 years of management experience at Fortune 500 companies to our company, including Procter & Gamble, Johnson & Johnson, Abbott Laboratories, and Rorer Consumer Pharmaceuticals, and of research experience at Ortho Diagnostics. He is the President and a senior partner of CorInsight LLC, a marketing, business development and technology transfer consultancy, and the past Chief Executive Officer of ABC Diabetes, Inc.

Mr. Davidovits has a BA in biochemistry from Brandies University and an MBA from Cornell University.

Mr. Davidovits introduced and successfully launched many products either in the role of marketing executive or consultant. His healthcare experience includes diabetes, cancer, pregnancy, cardiology, nephrology, podiatry, HIV, nutrition, and multiple OTC categories.

We believe Mr. Davidovits is qualified to serve on our board of directors because of his education and business experiences, including his experience as a director of similar companies, as described above.

38

David Eyal Davidovits, Director, Vice President Business Development and Chief Operating Officer

Mr. Davidovits brings 20 years of marketing, finance, and operations executive experience at Intel, Marvell, and CorInsight. Mr. Davidovits was the Vice President of Business Development of our company since April 5, 2012. His experience includes assessments of strategic partnerships and joint ventures with Intel Capital, Intel Haifa computer mobility group operations, finance management at Intel USA, and the development of and responsibility for major Fortune 500 company accounts at CorInsight. Mr. Davidovits is a senior partner of CorInsight LLC, a marketing, business development and technology transfer consultancy, and General Manager of CorInsight's Israel office.

Mr. Davidovits has a BS in Manufacturing Engineering and Business Studies from Coventry University, UK.

We believe Mr. Davidovits is qualified to serve on our board of directors because of his education and business experiences, including his experience as a director of similar companies, as described above.

Irit Arbel, Advisory Board member and past Executive Vice President, Research and Development (resigned such post on June 30, 2018)

Irit Arbel brings 15 years of management experience in the areas of cell therapy, medical devices, and pharmaceuticals. She is a co-founder and served as chairperson of several medical device companies including Real Aesthetics Inc. and BRH Medical. She is a member of the RFB Investment House management team, and the co-founder and board member at Brainstorm Cell Therapeutics. She served as CEO of Pluristem Therapeutics and was Israel's national sales manager for Merck, Sharp and Dohme Ltd. Irit has extensive experience leading companies from startup to exits. She was a post doctorate at Hadassah Hospital Neurological Department.

Ms. Arbel was a post doctorate at Hadassah Hospital Neurological Department. Irit received a Doctor of Science (D.Sc.) in Neurology from The Technion Medical School; MA in Medical Science; and BA in Chemical Engineering and Biology. Her healthcare experience includes Alzheimer’s, MS, ALS, cancer, stem cell therapy, cardiology, ophthalmology, and diabetic wound healing.

Shafrira Shai: Executive Vice President of Research & Development

Dr. Shai brings to Savicell 20 years of management experience in the areas of advanced medical diagnostics, medical devices, and pharmaceuticals. She gained extensive experience in R&D and medical diagnostic applications from invention to product commercialization of non-invasive medical diagnostic systems. She was the founder of BioShaf Ltd and served as CEO of several start-up companies.

Dr. Shai holds D.Sc. degree from the Faculty of Medicine at the Technion, (the Israeli Institute of Technology). During her five years of Post-Doctoral work at the two top Scientific Institutes in the UK (at NIMR-National Inst. for Medical Research London and at University College London), she gained R&D experience in cancer therapy. Her healthcare experience includes autoimmune diseases, vaccination for Malaria, infertility and ICH (ischemic cerebral hemorrhage).

Benjamin Cherniak, Director

Mr. Cherniak is a director of our company. Since 2007, Mr. Cherniak has also served as President for various companies engaged in the dissemination of sports information relevant to the North American professional and collegiate leagues. In these capacities, Mr. Cherniak’s responsibilities have included international business development and the overseeing of all business operations of the various companies. From 2003 to 2006, Mr. Cherniak was a principal with Bosworth Field Associates and in 2007 Mr. Cherniak was a principal of Stanton Chase International. Bosworth and Stanton are two executive recruiting firms, specializing in the finance and accounting sectors. Previously, Mr. Cherniak has significant experience in a wide array of businesses, specializing in the areas of marketing and product development.

39

We believe Mr. Cherniak is qualified to serve on our board of directors because of his education and varied business experiences, including his experience as our director, as described above.

Family Relationships

Giora Davidovits and Eyal Davidovits are brothers.

Committees of Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. As such, our Board of Directors act as our audit committee and handle matters related to compensation and nomination of directors.

Our board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K issued by the United States Securities and Exchange Commission. We believe that our entire board of directors is capable of analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues reasonably expected to be raised by our company. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2018, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

We have not yet adopted a Code of Ethics. We believe that due to the size of our management, we do not require a code of ethics.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities;
4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

40

6. being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

(a)	all individuals serving as our principal executive officer during the year ended December 31, 2018;
(b)	each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2018 who had total compensation exceeding US $100,000;
(c)	and up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2018,

who we will collectively refer to as the named executive officers, for the years ended December 31, 2018 and 2017, are set out in the following summary compensation table (in USD):

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Giora Davidovits CEO, CFO, President, Secretary, Treasurer and Director	2018 2017 2016	$250,000 $250,000 $250,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$26,106 $26,106 $27,388	Nil Nil Nil	Nil Nil Nil	$276,106 $276,106 $277,388
David Eyal Davidovits VP Business Development, COO, and Director	2018 2017 2016	$116,696 $120,180 $112,276	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$64,385 $28,032 $52,783	Nil Nil Nil	Nil Nil Nil	$181,081 $148,212 $165,059
Irit Arbel Executive Vice President	2018 2017 2016	$64,290 $113,503 $106,039	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$28,801 $16,065 $33,457	Nil Nil Nil	Nil Nil Nil	$93,901 $129,568 $139,496

41

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Shafrira Shai, Executive Vice President, Research and Development	2018 2017 2016	$42,815 Nil Nil	Nil Nil Ni	Nil Nil Ni	Nil Nil Ni	Nil Nil Nil	Nil Nil Ni	Nil Nil Ni	$42,815 Nil Nil

Employment Agreements or Arrangements

Other than noted below, we have not entered into any employment (or consulting) agreements or arrangements, whether written or unwritten, with our directors or executive officers.

Giora Davidovits

Employment Agreement

On September 19, 2012, we signed an employment agreement with Giora Davidovits, our Chief Executive Officer and President to be effective on September 1, 2012. In return for acting as our executive officer, we agreed to provide the following consideration:

(a)	pay a salary of US$250,000 per year;
(b)	grant 3,750,000 options to purchase our company’s common stock at an exercise price of $0.01 per share for a period of 10 years;
(c)	grant future stock options at the discretion of our board of directors at the prevailing market price, in accordance with our company’s compensation policies; and
(d)	eligibility for participation in our company’s bonus plan, which is based on the achievement of performance goals established with the mutual consent of our company and Mr. Davidovits.

The employment agreement of Giora Davidovits was extended by mutual agreement effective September 1, 2017 for a five year term to August 31, 2022. All terms of the employment agreement remained the same.

We may terminate Giora Davidovits’ employment at any time without just cause (as defined in the employment agreement) by providing Giora Davidovits with ninety days prior written notice. In the event we terminate Giora Davidovits’ employment without just cause or in the event of a change of control (as defined in the employment agreement), we must:

(a)	continue to pay Giora Davidovits his base salary of US$250,000 for a period of two years from the date Giora Davidovits’ employment is terminated or the change of control occurs; and
(b)	continue to provide, for this duration, such employee benefits (as defined in the employment agreement) as may be permitted by and in accordance with the formal plan which governs each of the employee benefits.

David Eyal Davidovits

On October 30, 2012, we signed an employment agreement with David Eyal Davidovits, our Chief Operating Officer to be effective on September 1, 2012. In return for acting as our executive officer, we agreed to provide the following consideration:

42

(a)	pay a salary of NIS 432,000 including VAT paid NIS 36,000 monthly in arrears;
(b)	grant 2,750,000 options to purchase our company’s common stock at an exercise price of US$0.01 per share until July 30, 2022;
(c)	eligibility for participation in our company’s bonus plan or compensation plan, which is based on the achievement of performance goals established with the mutual consent of our company and Mr. Davidovits;
(d)	the option of one of the following compensation for any costs associated with his car travel: (i) we agreed to lease a car and pay for all related expenses up to NIS 4,000 net per month; or (ii) Mr. Davidovits agreed to use his car for work related matters as required for the performance of his job, and we agreed to grant a car allowance of NIS 4,000 net per month;
(e)	group extended health and dental, life and long-term disability insurance, pension and other benefits; and
(f)	we agreed to open and maintain a Keren Hishtalmut Fund, as defined under Israeli employment law which we agreed to contribute an amount equal to 7 1/2% of each monthly salary.

The employment agreement of Eyal Davidovits was extended by mutual agreement effective September 1, 2017 for a five year term to August 31, 2022. All terms of the employment agreement remained the same.

We may terminate Eyal Davidovits’ employment at any time without just cause (as defined in the employment agreement) by providing Eyal Davidovits with ninety days prior written notice. In the event we terminate Eyal Davidovits’ employment without just cause or in the event of a change of control (as defined in the employment agreement), we must:

(a)	continue to pay Eyal Davidovits his base salary of NIS 432,000 per annum (paid NIS 36,000 per month in arrears) for a period of two years from the date Eyal Davidovits’ employment is terminated or the change of control occurs; and
(b)	continue to provide, for this duration, such employee benefits (as defined in the employment agreement) as may be permitted by and in accordance with the formal plan which governs each of the employee benefits.

Outstanding Equity Awards at Fiscal Year-End of Named Executive Officers

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2018:

43

Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date
Giora Davidovits Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	3,750,000	Nil	$0.01	September 1, 2022
	1,800,000	Nil	$0.20	June 22, 2025
David Eyal Davidovits Vice President Business Development, Chief Operations Officer, and Director	2,750,000	Nil	$0.01	September 1, 2022
	1,400,000	Nil	$0.20	June 22, 2025
Irit Arbel Executive Vice President	2,000,000	Nil	$0.01	September 1, 2022
	500,000	Nil	$0.20	June 22, 2025
Shafrira Shai, Executive Vice President, Research and Development	1,500,000	Nil	$0.20	June 22, 2025

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Director Compensation

The following is a summary of the compensation payable to our directors, who are not named executive officers for the fiscal year ended December 31, 2018:

DIRECTOR COMPENSATION
Name	Fees earned or paid in cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Benjamin Cherniak	Nil	Nil	200,000	Nil	Nil	Nil	27,845

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

Security Ownership

The following table sets forth, as of April 1, 2019, certain information known to us with respect to the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our named executive officers (as defined in the “Executive Compensation” section) and current executive officers, (iii) all of our directors and current executive officers as a group, and (iv) each shareholder known by us to be the beneficial owner of more than 5% of our common stock. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

44

Management

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
Giora Davidovits 16 Carter Lane Andover, MA 01810 USA	Common stock	23,223,333         Direct (3)	18.45%
David Eyal Davidovits 69 Hashomer Street Zichron, Yaakov, Israel 30900	Common stock	18,870,000         Direct (4)	14.99%
Irit Arbel 6 Hadishon Street Jerusalem, Israel 96956	Common stock	8,640,000         Direct (5)	6.86%
Benjamin Cherniak 3120 S. Durango Drive, Suite305 Las Vegas, NV 89117 USA	Common stock	2,900,000         Direct	2.30%
Shafrira Shai, Hanoter 4, Haifa, Israel	Common stock	Nil         N/A	N/A
Directors and Executive Officers as a Group (4 persons)	Common stock	53,633,333	42.61%

Beneficial Holders

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
Dr. Borenstien Ltd. No. 18 Rienes St. Tel Aviv, Israel	Common Stock	12,881,500        Direct	10.23%

(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, would be counted as outstanding for computing the percentage of the person holding such options, warrants or convertible securities but not counted as outstanding for computing the percentage of any other person.
(2)	Based on 125,865,122 shares of common stock issued and outstanding as of April 1, 2019. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
(3)	Includes 17,673,333 shares of common stock and 5,550,000 options to purchase shares of common stock exercisable within 60 days.
(4)	Includes 14,720,000 shares of common stock and 4,150,000 options to purchase shares of common stock exercisable within 60 days.
(5)	Includes 6,140,000 shares of common stock and 2,500,000 options to purchase shares of common stock exercisable within 60 days.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

45

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

Transactions with related persons

Other than as disclosed below, there have been no transactions since January 1, 2015, or any currently proposed transaction, in which we were or are to be a participant, and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following related persons had or will have a direct or indirect material interest:

(i)	Any director or executive officer of our company;
(ii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
(iii)	Any of our promoters and control persons; and
(iv)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

Name and Position	2018	2017
Giora Davidovits, CEO, CFO	$276,106	$276,106
Eyal Davidovits, COO	$181,081	$148,212
Irit Arbel, VP Research and Business Development (Resigned during FY18)	$93,091	$129,568
Shafrira Shai, New VP Research and Business Development	$42,815	-
Total	$593,094	$553,886

As at December 31, 2018, included in accounts payable and accrued liabilities are amounts of $94,045 (December 31, 2017 - $426,648) that was payable to current officers or directors of the Company.

46

Director Independence

Our common stock is quoted on OTC Pink operated by the OTC Markets Group, which do not impose any director independence requirements. Under NASDAQ rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of the corporation within the last three years. Using this definition of independent director, we have determined that we do not have any independent directors because of our directors’ current or former positions as executive officer of our company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The following table sets forth the fees billed to our company for professional services rendered by MNP LLP, our independent registered public accounting firm for the years ended December 31, 2018 and 2017:

Fees		2018	2017
Audit Fees	$	30,871	25,412
Audit Related Fees		13,120	13,861
Tax Fees		nil	nil
Other Fees		nil	nil
Total Fees	$	43,991	39,273

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

Our entire board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our directors before the respective services were rendered.

Our board of directors have considered the nature and amount of fees billed by MNP LLP and believe that the provision of services for activities unrelated to the audit is compatible with maintaining MNP LLP’s independence.

47

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

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	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)
10.6	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)
10.7	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)
10.8	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)
10.9	Form of Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.10	Form of Offshore Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.11	Form of Canadian Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.12	Form of Debt Conversion Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.13	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.14	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.15	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)
10.16	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed July 9, 2015)
10.17	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)
10.18	Form of Stock Option Agreement (incorporated by reference to an exhibit to a current report on Form 8- K filed August 26, 2015)

48

Exhibit Number	Description
(21)	Subsidiaries
21.1	Savicell Diagnostic Ltd. our approximately 86.65% subsidiary incorporated in Israel
(31)	Rule 13a-14 Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the 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.

49

Signatures

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

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

By

/s/ Giora Davidovits
Giora Davidovits
President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary and Director
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
April 3, 2019

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

By

/s/ Giora Davidovits

Giora Davidovits

President, Chief Executive Officer, Chief Financial Officer,

Treasurer, Secretary and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

April 3, 2019

/s/ Benjamin Cherniak

Benjamin Cherniak

Director

April 3, 2019

/s/ Eyal Davidovits

Eyal Davidovits

Director

April 3, 2019

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 annual report on Form 10-K 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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: April 3, 2019

/s/ Giora Davidovits

Giora Davidovits

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

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

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES‐OXLEY ACT OF 2002

The undersigned, Giora Davidovits, hereby certifies, pursuant to Section 906 of the Sarbanes‐Oxley Act of 2002, that:

(1)	the annual report on Form 10‐K of Online Disruptive Technologies, Inc. for the year ended December 31, 2018 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‐K fairly presents, in all material respects, the financial condition and results of operations of Online Disruptive Technologies, Inc.

Dated: April 3, 2019

/s/ Giora Davidovits

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

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 01, 2019	Jun. 30, 2018
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Trading Symbol	ondr
Entity Registrant Name	ONLINE DISRUPTIVE TECHNOLOGIES, INC.
Entity Central Index Key	0001498380
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		125,865,122
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Entity Public Float			$ 15,707,770.80
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash and Cash Equivalents	$ 120,245	$ 232,247
Restricted Cash	29,185	23,091
Prepaid Expenses	23,467	7,247
VAT Receivable	20,141	16,160
Total Current Assets	193,038	278,745
Fixed Assets	45,274	47,135
Total Assets	238,312	325,880
Current Liabilities
Accounts Payable	194,400	705,694
Accrued Liabilities	196,316	154,796
Promissory Note	50,000
Total Current Liabilities	440,716	860,490
Convertible Debentures	2,061,388	1,071,172
Convertible Loans	537,000
Total Liabilities	3,039,104	1,931,662
DEFICIT
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 124,063,122 Common Shares (December 31, 2017: 119,163,408 Common Shares)	124,063	119,163
Additional Paid-in Capital	12,340,094	10,451,520
Accumulated Other Comprehensive Income (Loss)	80,946	(74,233)
Deficit	(15,255,866)	(12,046,656)
Deficit Attributable to Stockholders of the Company	(2,710,763)	(1,550,206)
Non-Controlling Interests	(90,029)	(55,576)
Total Deficit	(2,800,792)	(1,605,782)
Total Liabilities and Deficit	$ 238,312	$ 325,880

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
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	124,063,122	119,163,408
Common Stock, Shares, Outstanding	124,063,122	119,163,408

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
General and Administrative Expenses
Accounting Fees	$ 30,000	$ 30,000
Audit & Tax Fees	97,850	71,532
Bank Fees	569	575
Consulting Fees	304,321	288,387
Filing and Transfer Agent Fees	8,445	11,045
Insurance Expense	32,003	45,085
Legal Fees	25,197	28,983
Marketing Expense	7,239	2,780
Office and Miscellaneous Expense	64,510	101,127
Payroll Expense	58,763	49,306
Rent Expense	4,136	4,146
Research and Development Expense	2,625,665	1,272,666
Share Issuance Cost	7,828
Travel Expense	20,471	17,305
Total General and Administrative Expenses	3,286,997	1,922,937
Other Expense
Interest Accretion	146,761	337,161
Interest Expense	1,476	884
Foreign Currency Loss	152,419	3,334
Net Loss for the year	(3,587,653)	(2,264,316)
Other Comprehensive Income
Currency Translation Adjustments	155,177	13,947
Comprehensive Loss for the year	(3,432,476)	(2,250,369)
Net Loss Attributable to:
Common Stockholders	(3,209,210)	(2,064,387)
Non-Controlling Interests	(378,443)	(199,929)
Net loss for the year	(3,587,653)	(2,264,316)
Net Comprehensive Loss Attributable to:
Common Stockholders	(3,070,402)	(2,051,671)
Non-Controlling Interests	(362,074)	(198,698)
Comprehensive Income (Loss) for the year	$ (3,432,476)	$ (2,250,369)
Basic and Diluted Net Loss per Common Share	$ (0.03)	$ (0.02)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	120,542,611	110,324,539

XML

Consolidated Statements of Stockholders Deficit - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Share Subscription Received [Member]	Accumulated Other Comprehensive Income [Member]	(Deficit) [Member]	Total Common Shareholders (Deficiency)/Equity [Member]	Non-controlling Interest [Member]	Total
Beginning Balance at Dec. 31, 2016	$ 114,181	$ 9,394,275	$ 158,750	$ (88,180)	$ (9,982,269)	$ (403,243)	$ 56,033	$ (347,210)
Beginning Balance (Shares) at Dec. 31, 2016	114,180,828
Shares issued for cash at $0.20 per share	$ 4,544	904,206	(158,750)			750,000		750,000
Shares issued for cash at $0.20 per share (Shares)	4,543,750
Shares issued for investment in Savicell at $0.16	$ 288	45,924				46,212		46,212
Shares issued for investment in Savicell at $0.16 (Shares)	288,830
Stock options exercised for Shares	$ 150	1,350				1,500		1,500
Stock options exercised for Shares (Shares)	150,000
Share subscriptions received			95,000			95,000		95,000
Stock Option Expense		190,720				190,720		190,720
Change in ownership of Savicell		(158,455)				(158,455)	88,320	(70,135)
Share issuance cost		(21,500)				(21,500)		(21,500)
Foreign currency translation adjustment				13,947		13,947		13,947
Net loss for the year					(2,064,387)	(2,064,387)	(199,929)	(2,264,316)
Ending Balance at Dec. 31, 2017	$ 119,163	10,356,520	95,000	(74,233)	(12,046,656)	(1,550,206)	(55,576)	(1,605,782)
Ending Balance (Shares) at Dec. 31, 2017	119,163,408
Shares issued for cash at $0.20 per share	$ 3,422	681,028	(95,000)			589,450		589,450
Shares issued for cash at $0.20 per share (Shares)	3,422,250
Shares issued for cash at $0.01 per share	$ 481	4,331				4,812		4,812
Shares issued for cash at $0.01 per share (Shares)	481,179
Stock options exercised for Shares	$ 800	7,200				8,000		8,000
Stock options exercised for Shares (Shares)	800,000
Shares issued for consulting services at $0.20 per share	$ 118	23,414				23,532		23,532
Shares issued for consulting services at $0.20 per share (Shares)	117,660
Shares issued for future consulting services at $0.20 per share	$ 79	15,646				15,725		15,725
Shares issued for future consulting services at $0.20 per share (Shares)	78,625
Share subscriptions received			10,000			10,000		10,000
Warrants issued as share issuance cost at $0.20 per share		7,828				7,828		7,828
Stock Option Expense		1,585,022				1,585,022		1,585,022
Change in ownership of Savicell		(350,895)				(350,895)	343,990	(6,905)
Foreign currency translation adjustment				155,179		155,179		155,179
Net loss for the year					(3,209,210)	(3,209,210)	(378,443)	(3,587,653)
Ending Balance at Dec. 31, 2018	$ 124,063	$ 12,330,094	$ 10,000	$ 80,946	$ (15,255,866)	$ (2,710,763)	$ (90,029)	$ (2,800,792)
Ending Balance (Shares) at Dec. 31, 2018	124,063,122

XML

Consolidated Statements of Deficiency (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Statement of Stockholders Equity [Abstract]
Shares Issued, Price Per Share	$ 0.20	$ 0.20
Shares Issued, Price Per Share/Unit	0.01
Shares issued for consulting services, price per share	0.20
Shares issued for future consulting services, price per share	0.20
Units Issued During Period, Per Unit Amount	$ 0.20
Shares issued for investment, price per share		$ 0.16

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flow from Operating Activities
Net loss for the year	$ (3,587,653)	$ (2,264,316)
Adjustment for items not involving cash:
Stock-based compensation	1,585,022	190,720
Foreign exchange loss	152,419	3,334
Depreciation - fixed assets	19,140	13,745
Shares issued for consulting services	55,044
Interest expense	146,761	337,161
Changes in non-cash working capital items:
(Increase) decrease in VAT receivable	(5,399)	15,285
Increase in prepaid expense	(16,658)	(5,338)
Decrease in accounts payable and accrued liabilities	394,901	663,272
Net cash used in operating activities	(1,256,423)	(1,046,137)
Cash flow from financing activities
Common shares issued, net of issuance costs	604,908	825,000
Proceeds from issuance of convertible loans	537,000
Issuance of promissory note	50,000
Net cash provided by financing activities	1,191,908	825,000
Cash flow from investing activities
Cash utilized in purchase of assets	(20,830)
Net cash used in investing activities	(20,830)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	(20,563)	3,242
Net decrease in cash, cash equivalents, and restricted cash	(105,908)	(217,895)
Cash, cash equivalents, and restricted cash, beginning of year	255,338	473,233
Cash, cash equivalents, and restricted cash, end of year	149,430	255,338
Supplementary Information
Interest Paid	0	0
Income Taxes Paid	$ 0	$ 0

XML

Nature of Operations and going concern

12 Months Ended

Dec. 31, 2018

Nature of Operations and going concern [Text Block]

Note 1 – Nature of Operations and going concern

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 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 the 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 deficit balance of $247,678 as at December 31, 2018 (working capital deficit balance 2017 – $581,745) and an accumulated deficit of $15,255,866. 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 or debt 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. Failure to obtain the ongoing support of its equity financings and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty.

XML

Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

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”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at December 31, 2018 have been included.

b)        Principles of Consolidation 
These Consolidated Financial Statements include the accounts of the Company and its 87.81% (December 31, 2017 – 86.65%) 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.

Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments and valuation allowances for deferred income tax assets.

d)        Foreign Currency Translation 
The Company’s functional currency is the U.S. dollar. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). Transactions in currencies other than functional currencies are recorded in the entity’s functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

Results of operations are translated into the Company’s presentation currency, U.S. dollars, at an appropriate average rate of exchange during the year. Net assets and liabilities are translated to U.S. dollars for presentation purposes at rates of exchange in effect at the end of the period. Gains or losses arising on translation are recognized in other comprehensive income (loss) as foreign currency translation adjustments.

e)        Cash and Cash Equivalents 
Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of December 31, 2018 and 2017.

f)        Stock-based Compensation 
The 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 at each reporting date, 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)        Stock for Services 
The Company periodically issues common stock, warrants and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.

h)        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.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2018, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

i)        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.

j)        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 year ended December 31, 2018 and 2017 because the inclusion of such underlying shares would have had an anti-dilutive effect.

k       ) Financial Instruments and Fair Value of Financial Instruments 
Fair Value of Financial Instruments – the Company adopted 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 December 31, 2018, the fair value of cash and cash equivalents and restricted cash was measured using Level 1 inputs, and the fair value of convertible debentures and convertible loans was measured using Level 2 inputs.

The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, promissory note, convertible debentures and convertible loans. The recorded values of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

l)        Research and Development Costs 
In the year ended December 31, 2018, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Year Ended	Year Ended
	December 31, 2018	December 31, 2017
Research and Development Expenses	$	$
Consulting fees	30,210	98,948
Legal fees	27,175	40,319
Office and Miscellaneous Expense	25,706	5,625
Payroll expense	885,413	789,949
R&D materials and supplies	23,725	105,607
Rent	45,358	41,498
Share-based compensation	1,585,022	190,720
Insurance	3,056	-
Total	2,625,665	1,272,666

Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015.

m)        Fixed Assets 
The depreciation rates applicable to each category of fixed assets are as follows:

Class of Properties	Depreciation Rate
Furniture and Fixtures	15-year; straight-line basis
Computer Equipment	3 to 4-year; straight-line basis
Lab Equipment	3 to 15-year; straight-line basis

n)        Convertible debentures 
Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method.

o)        Convertible loans 
Convertible loans are accounted for in accordance with ASC 470-20. The Company has determined that the embedded conversion options in the convertible loans are not required to be separately accounted for as a derivative under GAAP.

p)        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.

q)        Recently Adopted Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company has adopted the methodologies prescribed by this ASU as of January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update provided clarity and reduced both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities are required to use a modified retrospective transition method for restricted cash. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and reflected this change on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance reduced diversity in practice in how certain transactions are classified in the statement of cash flows. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11“Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to Common Stock holders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has early adopted the methodologies prescribed by this ASU for the year ended December 31, 2018 and there is no material impact on the Company’s consolidated financial statements.

r)        Recently Issued Accounting Pronouncements Not Yet Adopted 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. For all entities, amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ASU 2018-10 will be effective for use for fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but noearlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

XML

Fixed Assets

12 Months Ended

Dec. 31, 2018

Fixed Assets [Text Block]

Note 3 – Fixed Assets

As of December 31, 2018, the fixed assets balance on the consolidated financial statements consist of the following:

		Furniture and
Cost:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	3,496		$	26,489		$	44,432		$	74,417
Additions		-			-			-			-
Exchange difference		375			2,836			4,759			7,970
December 31, 2017	$	3,871		$	29,325		$	49,191		$	82,387
Additions		-			9,933			10,897			20,830
Exchange difference		(286	)		(2,580	)		(4,089	)		(6,955	)
December 31, 2018	$	3,585		$	36,678		$	55,999		$	96,262

		Furniture and
Depreciation:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	405		$	10,645		$	7,923		$	18,973
Additions		424			7,446			5,887			13,757
Exchange difference		58			1,406			1,058			2,521
December 31, 2017	$	887		$	19,497		$	14,868		$	35,252
Additions		137			6,692			12,311			19,140
Exchange difference		(65	)		(1,440	)		(1,899	)		(3,404	)
December 31, 2018	$	959		$	24,749		$	25,280		$	50,988

		Furniture and
Net Book Value:		Fixtures		Computer Equipment		Lab Equipment		Total
December 31, 2017	$	2,984	$	9,828	$	34,323	$	47,135
December 31, 2018	$	2,626	$	11,929	$	30,719	$	45,274

XML

License and Research Funding Agreement

12 Months Ended

Dec. 31, 2018

License and Research Funding Agreement [Text Block]

Note 4 – 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)

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 December 31, 2015, Savicell’s entire financing commitment has been met and no more expenditures are mandated by the R&D Agreement on behalf of Ramot. Savicell is continuing the clinical research within its own laboratory situated in Haifa, Israel.

In addition, during fiscal year 2013, 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 before Savicell completes a deemed liquidity event or the first underwritten offering of the Savicell's ordinary shares to the general public. 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 parties, for a total of $2,998,682 which has been included in research and development costs. 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 of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year.

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Text Block]

Note 5 – Related Party Transactions

During the year ended December 31, 2018, Savicell incurred research and development costs of $2,625,665 (2017 -$1,272,666) which were included in the consolidated statements of operations and comprehensive loss.

The Company completed the following related party transactions:

During the year ended December 31, 2018, the Company incurred consulting fees and salaries of $593,094 (for the year ended December 31, 2017 - $553,887) payable to its directors and officers.

As at December 31, 2018, there was $94,045 (December 31, 2017 – $528,862) payable to current officers and directors of the Company.

As at December 31, 2018, included in convertible debentures are amounts of $2,061,388 (December 31, 2017 - $1,071,172) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 7).

During the year ended December 31, 2018, the Company issued stock options to related parties of the Company and incurred a total of $645,065 share-based compensation. Savicell settled payable balance to ODT through issuing 1,467 of its common shares to the ODT (Note 9), which has resulted in a change in ownership of Savicell from 86.65% in fiscal year 2017 to 87.81% in the current year (Note 9).

XML

Promissory Note

12 Months Ended

Dec. 31, 2018

Promissory Note [Text Block]

Note 6 – Promissory Note

During the year ended December 31, 2018, the Company issued a promissory note to the spouse of a consultant and former director of the Company for $50,000. The note bears interest at the rate of 10% per annum with a maturity date of the earlier of February 28, 2019 or the closing by the Company of an equity financing of at least $250,000. Subsequent to year ended December 31, 2018, the Company has repaid $10,000. The remaining balance is due on demand.

XML

Convertible Debentures

12 Months Ended

Dec. 31, 2018

Convertible Debentures [Text Block]

Note 7 – Convertible Debentures

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. 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.

On December 31, 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 $188,085 with an unsecured and non-interest bearing convertible debenture. 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 $0.20 over a seven year term.

On December 31, 2016, 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 $172,895 with an unsecured and non-interest bearing convertible debenture. 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 $0.20 over a seven-year term.

On December 31, 2018, 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 $843,266 with an unsecured and non-interest bearing convertible debenture. 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 $0.20 over a ten-year term.

The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible debenture issued on April 15, 2015 does contain beneficial conversion features.

The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 71%. Total debt discount amortization arising from the various series of debenture issuances during the year ended December 31, 2018 was $852,418 (December 31, 2017 – $705,657).

		December 31, 2016	Additions		December 31, 2017
Giora Davidovits	$	510,416	-	$	510,416
Eyal Davidovits		243,825	-		243,825
Irit Arbel		225,822	-		225,822
1367826 Ontario Limited		233,334	-		233,334
Total	$	1,213,397	-	$	1,213,397

		December 31, 2017		Additions		December 31, 2018
Giora Davidovits	$	510,416	$	349,877	$	860,293
Eyal Davidovits		243,825		159,036		402,861
Irit Arbel		225,822		129,924		355,746
1367826 Ontario Limited		233,334		204,429		437,763
Total	$	1,213,397	$	843,266	$	2,056,663

		December 31, 2016		Additions		December 31, 2017
Convertible debentures	$	1,213,397		-	$	1,213,397
Convertible discount		(852,418	)	-		(852,418	)
Net convertible debentures		360,979		-		360,979
Interest accretion		368,496		337,161		705,657
Exchange difference		-		4,536		4,536
Balance	$	729,475		341,697	$	1,071,172

		December 31, 2017			Additions		December 31, 2018
Convertible debentures	$	1,213,397		$	843,266	$	2,056,663
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		360,979			843,266		1,204,245
Interest accretion		705,657			146,761		852,418
Exchange difference		4,536			189		4,725
Balance	$	1,071,172			990,216	$	2,061,388

XML

Convertible Loans

12 Months Ended

Dec. 31, 2018

Convertible Loans [Text Block]

Note 8 – Convertible Loans

On March 8, 2018, the Company issued one convertible loan in the face amount of $350,000 to two current shareholders. The convertible loan matures after two years and bears interest at a rate of 10% per annum. The convertible loan may be converted into common shares of the Company at the earlier of fifteen days after the maturity date and the date the Company raises gross proceeds of $5,000,000 through private placements or files a registration statement with the Securities and Exchange Commission in the United States. The conversion price is $0.20 per share or such lesser price that the Company may issue additional shares to third parties, and, on conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the loan divided by the conversion price, exercisable at the funding price. In addition, the Company will reset the prior investment price issuable to each Lender for the amount equal to the lower of the prior investment made by such lenders and the amount invested by such lenders under this loan agreement. Such lower amount is referred to as “ Covered Investment”. The incremental number of common shares to be issued to the lenders by the Company is the Covered Investment divided by the reduced share price less the number of common shares previously issued by the Company in respect of the Covered Investment.

During the year ended December 31, 2018, the Company issued four convertible loans in the aggregate amount of $187,000 to four individual lenders. The debentures are interest bearing and have a term to maturity of two years. The loans are convertible into common shares of the Company at the lower of $0.20 per share and the price of a future financing initiative. Moreover, warrants will be granted to the lenders upon the earlier of repayment of the loans or conversion thereof, in a number that is equal to the amount of the convertible loans divided by the conversion price, exercisable at the funding price.

The Company evaluated these convertible loans for derivatives and determined that they do not qualify for derivative treatment.

XML

Equity

12 Months Ended

Dec. 31, 2018

Equity [Text Block]

Note 9 – Equity

Common shares

The Company has authorized 500,000,000 common shares at par value of $0.001 per share.

On April 3, 2017, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 288,830 common shares at $0.16 per share. Total book value of the issued common shares is $46,212.

On April 3, 2017, the Company issued 1,693,750 common shares at $0.20 per unit for total proceeds of $338,750. Each unit comprises one share and one warrant to purchase a further share at a price of $0.20. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until April 3, 2019.

On May 4, 2017, the Company issued an aggregate of 1,250,000 common shares at a price of $0.20 per share for gross proceeds of $250,000.

On August 3, 2017, the Company issued an aggregate of 600,000 common shares at a price of $0.20 per share for gross proceeds of $120,000.

On September 21, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500.

On December 27, 2017, the Company issued an aggregate of 1,000,000 common shares at a price of $0.20 per share for gross proceeds of $200,000.

On April 17, 2018, 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 20, 2018, the Company issued 117,660 shares at $0.20 per share for an aggregate amount of $23,532 in exchange for consulting services rendered during the year ended December 31, 2018.

On August 24, 2018, the Company issued 16,665 common shares at $0.20 per share for total proceeds of $3,333 for stock options that were exercised during the year ended December 31, 2018.

On August 27, 2018, stock options previously granted by the Company to a consultant were exercised resulting in the issuance of 800,000 common shares at $0.01 per share. The Company will receive consulting services from this consultant in 2019 in lieu of receiving cash proceeds from this issuance.

On September 7, 2018, the Company issued an aggregate of 2,300,000 units at a price of $0.20 per unit for gross proceeds of $460,000. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On December 18, 2018, the Company issued 78,625 shares at $0.20 per share for an aggregate amount of $15,725 in respect of future consulting services to be rendered up from January 1, 2019 to December 31, 2019.

On December 19, 2018, the Company issued an aggregate of 605,585 units at a price of $0.20 per unit. The total proceeds consist of $95,000 which was previously recorded as a share subscription received on the balance sheet with the remaining gross proceed of $26,117 received in 2018. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.On December 19, 2018, the Company issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

As at December 31, 2018, the Company has 124,063,122 common shares (December 31, 2017 – 119,163,408) issued and outstanding.

Warrants

A summary of warrants as at December 31, 2018 and December 31, 2017 is as follows:

	Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-	$	-
Issued	1,693,750		0.20
Balance, December 31, 2017	1,693,750	$	0.20
Issued	3,493,085		0.20
Balance, December 31, 2018	5,186,835	$	0.20

Number	Weighted Average	Expiry Date	Weighted Average
Outstanding	Exercise Price		Remaining Life
1,693,750	$0.20	April 3, 2019	0.25
2,300,000	$0.20	September 7, 2020	1.69
87,500	$0.20	September 17, 2021	2.72
1,105,585	$0.20	December 19, 2020	1.97
5,186,835	$0.20		1.30

On September 17, 2018 the Company granted a total of 87,500 warrants to a consultant. The warrants are exercisable at an exercise price of $0.20 per share. The warrants expire on September 17, 2021.

Preferred Shares

The Company has authorized 20,000,000 preferred shares at a par value of $0.001 per share. No preferred shares have been issued by the Company and accordingly none are outstanding.

Stock 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 and may be exercised for seven years. 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. As of June 30, 2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, 2017, 150,000 of these options were exercised at $0.01 per share for total proceeds of $1,500. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $47) 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 and may be exercised for six years. 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. On April 20, 2017, the Company amended this option agreement resulting in the immediate vesting of any remainder unvested options upon termination of employment. In addition, the expiration date of these options was revised to be three years from the date of termination. These options became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $5,231) for such options.

In August 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 and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $9,382 (2017: $36,184) for such options.

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 and may be exercised for seven years. One third of the options will vest at each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 options has expired. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $5,238).

On November 22, 2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of November 22, 2016, November 22, 2017 and November 22, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $3,392 (2017: $2,038) for such options.

On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of December 1, 2016, December 1, 2017 and December 1, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $1,987 (2017: $5,144) for such options.

On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of December 6, 2016, December 6, 2017 and December 6, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $1,658 (2017: $4,267) for such options.

On February 15, 2016 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at each of February 15, 2017, February 15, 2018 and February 15, 2019 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. During the year ended December 31, 2018, 16,665 options were exercised at $0.20 per share resulting in total proceeds of $3,333. The remainder options 33,335 were cancelled and no stock based compensation was recorded for the year (2017: $1,729).

On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $843 (2017: $2,744) for such options.

On May 5, 2016 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 and may be exercised for ten years. 30,000 options vest immediately. One third of the remaining options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $2,086 (2017: $7,216) for such options.

On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 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 vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016.

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. For the year ended December 31, 2018, 506,668 option vested and the Company recorded stock based compensation of $12,434 (2017: $22,870) for such options.

On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $21,491).

On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $47,930 (2017: $43,283) for such options.

On July 2, 2017, 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 and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $9,144 (2017: $6,269) for such options.

On July 12, 2017, the Company granted a total of 260,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 50,000 options vested on grant date. Of the remaining 210,000, one third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $12,314 (2017: $18,818) for such options.

On February 13, 2018, the Company granted a total of 231,250 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over five years. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $26,317 for such options.

On June 22, 2018, the Company granted a total of 4,100,000 stock options to a group of employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely June 22, 2019, June 22, 2020 and June 22, 2021 provided the employees remains an employee of the Company or its subsidiaries.

The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $182,608 for such options.

On June 22, 2018, the Company granted a total of 1,500,000 stock options to an employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options will vest immediately. The remaining 1,125,000 options will vest in equal amounts on each of June 22, 2019, June 22, 2020 and June 22, 2021 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $102,090 for such options.

On June 22, 2018, the Company granted a total of 200,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $8,432 for such options.

On June 22, 2018, the Company granted a total of 4,000,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options vest on the date of grant, and a further quarter will vest on each of June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $265,751 for such options.

On June 22, 2018, the Company granted a total of 4,600,000 stock options to a group of employees, consultants and directors. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. The options vest immediately on grant date. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $640,432 for such options.

On July 18, 2018, the Company granted a total of 360,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 150,000 of the options vest on the date of grant, and one third of the options will vest at the end of each year of service as at July 18, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $34,548 for such options.

On September 12, 2018, the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 30,000 of the options vest on the date of grant, and 40,000 of the options will vest at the end of each year of service as at September 12, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the years ended December 31, 2018, the Company recorded stock based compensation of $8,709 for such options.

On September 14, 2018, the Company granted a total of 105,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and expired on April 25, 2023. 15,000 options vested at the end of each 7 months of services. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $2,072 for such options.

On November 22, 2018, the Company granted a total of 250,000 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over seven years. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $212,893 for such options.

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2016	17,395,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.01	September 25, 2017
Balance, December 31, 2017	18,455,896		$	0.04
Granted, on February 13, 2018	231,250			0.20	February 13, 2023
Exercised, on January 28, 2018	(16,665	)		0.20
Cancelled, on January 28, 2018	(33,335	)		0.20
Expired, on September 28, 2018	(25,000	)		0.20
Granted, on June 22, 2018	14,400,000			0.20	June 22, 2025
Exercised, on March 20, 2018	(481,179	)		0.01
Exercised, on August 14, 2018	(800,000	)		0.01
Granted, on July 18, 2018	360,000			0.20	July 18, 2028
Granted, on September 12, 2018	150,000			0.20	September 12, 2028
Granted, on September 14, 2018	105,000			0.20	April 25, 2023
Granted, on November 22, 2018	250,000			0.20	November 22, 2025
Balance, December 31, 2018	32,595,967		$	0.13

The fair value of each option grant is calculated using the following assumptions:

	2018	2017
Expected life – year	5-10	7-10
Interest rate	1.53% - 2.86%	1.60-2.40%
Volatility	65.68% - 94.22%	73.01-90.69%
Dividend yield	--%	--%
Forfeiture rate	--%	--%
Weighted average fair value of options granted	$0.13	$0.13

As of December 31, 2018, there was approximately $525,483 of compensation expense related to non-vested awards (2017 – $97,974). This expense is expected to be recognized over a weighted average period of 1.31 year (2017 – 1.24) .

The aggregate intrinsic value of vested options outstanding at December 31, 2018 is $2,313,196 (2017 – 2,556,620).

		Outstanding December 31, 2018				Exercisable as at December 31, 2018
					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	3.67	9,750,000	$	0.01	3.67
	0.01	1,924,717		0.01	1.87	1,924,717		0.01	1.87
	0.01	500,000		0.01	0.00	500,000		0.01	0.00
	0.20	150,000		0.20	1.31	150,000		0.20	2.34
	0.20	120,000		0.20	2.65	120,000		0.20	2.65
	0.20	1,610,000		0.20	3.61	1,610,000		0.20	3.61
	0.20	75,000		0.20	3.67	75,000		0.20	3.67
	0.20	100,000		0.20	3.90	100,000		0.20	3.90
	0.20	125,000		0.20	3.92	125,000		0.20	3.92
	0.20	100,000		0.20	3.93	100,000		0.20	3.93
	0.20	75,000		0.20	4.18	50,000		0.20	4.18
	0.20	150,000		0.20	7.35	110,000		0.20	7.35
	0.20	800,000		0.20	2.43	506,670		0.20	2.43
	0.20	360,000		0.20	4.84	360,000		0.20	4.84
	0.20	850,000		0.20	5.42	283,333		0.20	5.42
	0.20	150,000		0.20	5.51	50,000		0.20	5.51
	0.20	260,000		0.20	8.53	120,000		0.20	8.53
	0.20	231,250		0.20	4.12	231,250		0.20	4.12
	0.20	4,100,000		0.20	6.48	-		-	6.48
	0.20	1,500,000		0.20	6.48	375,000		0.20	6.48
	0.20	200,000		0.20	6.48	-		-	6.48
	0.20	4,000,000		0.20	6.48	1,000,000		0.20	6.48
	0.20	4,600,000		0.20	6.48	4,600,000		0.20	6.48
	0.20	360,000		0.20	9.55	150,000		0.20	9.55
	0.20	105,000		0.20	4.32	-		0.20	4.32
	0.20	150,000		0.20	9.71	30,000		0.20	9.71
	0.20	250,000		0.20	6.90	250,000		0.20	6.90
		32,595,967	$	0.13	4.95	22,570,970	$	0.10	4.31

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 (1:10,625) 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.

During the year ended December 31, 2015, Savicell issued a total of 417 shares at $1,700 per share to third parties for aggregate proceeds of $709,087. As at December 31, 2015, Savicell also issued 516 shares at $1,700 to ODT, which of $532,084 has not been received as at December 31, 2015. In addition, Savicell investors exchanged 588 Savicell shares for 6,248,672 of ODT common shares with ODT receiving the Savicell shares so exchanged.

During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return.

During the year ended December 31, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. Savicell issued 387 shares to settle inter-company debts with ODT.

As at December 31, 2018, Savicell issued 1,467 shares to settle inter-company debts with ODT. The Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 87.81%, 10.43% and 1.76%, respectively (December 31, 2017 - 86.65%, 11.42% and 1.93%) .

Savicell’s Common Shares

	Number	Amount
	of Shares
Balance, December 31, 2016	15,063	5,606,110
Shares issued to settle inter-company debts	387	658,711
Balance, December 31, 2017	15,450	6,264,821
Shares issued to settle inter-company debts	1,467	2,494,219
Balance, December 31, 2018	16,917	8,759,040

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.

XML

Loss Per Share

12 Months Ended

Dec. 31, 2018

Loss Per Share [Text Block]

Note 10 – Loss per Share

Both basic and diluted loss per share presented on the face of our consolidated statements of operations. Basic and diluted loss per share are calculated as follows:

		December 31, 2018			December 31,
					2017
Net loss	$	(3,587,653	)	$	(2,264,316	)
Weighted average common shares outstanding:
Basic and diluted		120,542,611			110,324,539
Net loss per common share:
Basic and diluted	$	(0.03	)	$	(0.02	)

Certain stock options whose terms and conditions are described in Note 9, “Stock Options” could potentially dilute loss per share in the future, but were not included in the computation of diluted loss per share because to do so would have been anti-dilutive. Those anti-dilutive options are as follows.

	2018	2017
Anti-dilutive options	22,570,970	18,405,896

XML

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Taxes [Text Block]

Note 11– Income Taxes

The Company and Savicell are subject to income tax laws in their respective tax jurisdictions, which are the same as their respective place of incorporation.

The following table reconciles the income tax benefit at the U.S. Federal statutory rate to income tax benefit at the Company's effective tax rates.

	For the year ended		For the year ended
	December 31, 2018		December 31, 2017
	$		$
Net loss before tax	(3,587,653	)	(2,264,316	)
Statutory tax rate	21.00%		34.00%
Expected income tax expense (recovery)	(753,407	)	(769,867	)
Non-deductible items	364,584		29,374
Change in estimates	(16,400	)	1,687,286
Change in enacted tax rate	-		536,617
Foreign tax rate difference	62,224		30,475
Change in valuation allowance	342,999		(1,513,885	)
Income tax expense (recovery)	-		-

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values. Deferred tax assets (liabilities) at December 31, 2018 and 2017 are comprised of the following:

	December 31, 2018	December 31, 2017
	$	$
Net operating loss carryforwards	-	29,867
Convertible debenture	-	(29,867	)
Net deferred tax asset (liability)	-	-

Deferred tax assets and liabilities have been offset where they relate to income tax levied by the same taxation authority and the Company has the legal right and intent to offset. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31, 2018	December 31, 2017
	$	$
Tax loss carryforwards - USA	3,946,228	3,249,241
Tax loss carryforwards - Israel	7,122,610	6,264,362
Property, plant and equipment - Israel	63,824	68,914
Convertible debenture - USA	4,535	-
Vacation accrual - Israel	37,678	40,057

As at December 31, 2018, the Company’s US net operating loss carry forwards total $3,946,228 (2017: $3,249,241). These losses expire as follows:

Expiry	$
2029	3,163
2030	69,495
2031	98,143
2032	390,141
2033	651,369
2034	615,901
2035	553,917
2036	555,992
2037	531,441
Indefinitely	476,666
TOTAL	3,946,228

As at December 31, 2018, the Company’s Israeli net operating loss carry forwards total $7,122,610 (2017 - $6,624,362). These losses carry forward indefinitely.

The deferred tax assets have not been recognized because at this stage of the Company’s development, it is not determinable that future taxable profit will be available against within the Company can utilize such deferred tax assets.

XML

Commitments And Guarantees

12 Months Ended

Dec. 31, 2018

Commitments And Guarantees [Text Block]

Note 12 – Commitments and Guarantees

The Company was not a guarantor to any parties as at December 31, 2018.

1. On September 11, 2012, ODT signed an employment agreement with one of the employees, its 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 him 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 is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to him options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. He is eligible for subsequent option grants at the discretion of the board of directors.

2.

On October 30, 2012, ODT and Savicell signed an employment agreement with one of the employees, its 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 him an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to the use of an automobile, health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to him options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. He is eligible for subsequent option grants at the discretion of the board of directors.

3.

On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. On August 3, 2018, the lease was renewed for an additional two years. The monthly lease expense is $3,372 (NIS 12,121). On July 1, 2018, the Company signed an operating lease agreement for additional office space for a period ending May 31, 2019 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $1,959 (NIS 7,032). Future minimum lease commitment under the operating lease agreement is approximately $73,863 (NIS 265,168). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $21,875 (NIS 78,531) to secure its payments under the lease agreement.

The minimum future payments for the above commitments are as follows:

		Consulting fee and
Year		Salaries		Office rent		Total
2019		370,180		50,259		420,439
2020		370,180		23,604		393,784
2021		370,180		-		370,180
2022		246,787		-		246,787
2023		-		-		-
Total	$	1,357,237	$	73,863	$	1,431,190

XML

Geographic Information

12 Months Ended

Dec. 31, 2018

Geographic Information [Text Block]

Note 13 – Geographic Information

The Company’s head office is located in the United States (“US”). The operations of the Company are primarily in two geographic areas: the US and Israel. A summary of geographical information for the Company’s long lived assets is as follows:

Period ended December 31, 2018		US		Israel		Total
Long-lived assets	$	-	$	45,274	$	45,274

Year ended December 31, 2017		US		Israel		Total
Long-lived assets	$	-	$	47,135	$	47,135

XML

Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events [Text Block]

Note 14 – Subsequent Events

1.	On March 4, 2019, the Company issued an aggregate of 1,302,000 units of common shares at a price of $0.20 per share for gross proceeds of $260,400. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.
2.	On March 4, 2019, 500,000 stock options that were previously issued to a consultant were exercised at $0.01 per share with the exercise proceeds being applied to settle an outstanding payable to the consultant.

XML

Reclassification of Prior Year Presentation

12 Months Ended

Dec. 31, 2018

Reclassification Of Prior Year Presentation [Text Block]

Note 15 – Reclassification of Prior Year Presentation

Effective January 1, 2018, the Company has adopted ASU 2016-18 to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Prior year cash flow statements have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operation.

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

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”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at December 31, 2018 have been included.

Principles of Consolidation [Policy Text Block]

b)        Principles of Consolidation 
These Consolidated Financial Statements include the accounts of the Company and its 87.81% (December 31, 2017 – 86.65%) 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.

Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments and valuation allowances for deferred income tax assets.

Foreign Currency Translation [Policy Text Block]

d)        Foreign Currency Translation 
The Company’s functional currency is the U.S. dollar. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). Transactions in currencies other than functional currencies are recorded in the entity’s functional currency at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into the functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

Results of operations are translated into the Company’s presentation currency, U.S. dollars, at an appropriate average rate of exchange during the year. Net assets and liabilities are translated to U.S. dollars for presentation purposes at rates of exchange in effect at the end of the period. Gains or losses arising on translation are recognized in other comprehensive income (loss) as foreign currency translation adjustments.

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 December 31, 2018 and 2017.

Stock-based Compensation [Policy Text Block]

f)        Stock-based Compensation 
The 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 at each reporting date, 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.

Stock For Services [Policy Text Block]

g)        Stock for Services 
The Company periodically issues common stock, warrants and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.

Income Taxes [Policy Text Block]

h)        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.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2018, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

Comprehensive Income (Loss) [Policy Text Block]

i)        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]

j)        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 year ended December 31, 2018 and 2017 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]

k)        Financial Instruments and Fair Value of Financial Instruments 
Fair Value of Financial Instruments – the Company adopted 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 December 31, 2018, the fair value of cash and cash equivalents and restricted cash was measured using Level 1 inputs, and the fair value of convertible debentures and convertible loans was measured using Level 2 inputs.

The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, promissory note, convertible debentures and convertible loans. The recorded values of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Research and Development Costs [Policy Text Block]

l)        Research and Development Costs 
In the year ended December 31, 2018, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Year Ended	Year Ended
	December 31, 2018	December 31, 2017
Research and Development Expenses	$	$
Consulting fees	30,210	98,948
Legal fees	27,175	40,319
Office and Miscellaneous Expense	25,706	5,625
Payroll expense	885,413	789,949
R&D materials and supplies	23,725	105,607
Rent	45,358	41,498
Share-based compensation	1,585,022	190,720
Insurance	3,056	-
Total	2,625,665	1,272,666

Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015.

Fixed Assets [Policy Text Block]

m)        Fixed Assets 
The depreciation rates applicable to each category of fixed assets are as follows:

Class of Properties	Depreciation Rate
Furniture and Fixtures	15-year; straight-line basis
Computer Equipment	3 to 4-year; straight-line basis
Lab Equipment	3 to 15-year; straight-line basis

Convertible debentures [Policy Text Block]

n)        Convertible debentures 
Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method.

Convertible Loans [Policy Text Block]

o)        Convertible loans 
Convertible loans are accounted for in accordance with ASC 470-20. The Company has determined that the embedded conversion options in the convertible loans are not required to be separately accounted for as a derivative under GAAP.

Modifications to debt [Policy Text Block]

p)        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]

q)        Recently Adopted Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company has adopted the methodologies prescribed by this ASU as of January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update provided clarity and reduced both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. Entities are required to use a modified retrospective transition method for restricted cash. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and reflected this change on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance reduced diversity in practice in how certain transactions are classified in the statement of cash flows. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11“Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to Common Stock holders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has early adopted the methodologies prescribed by this ASU for the year ended December 31, 2018 and there is no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted [Policy Text Block]

r)        Recently Issued Accounting Pronouncements Not Yet Adopted 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. For all entities, amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ASU 2018-10 will be effective for use for fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but noearlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

XML

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Research and Development Costs [Table Text Block]

	Year Ended	Year Ended
	December 31, 2018	December 31, 2017
Research and Development Expenses	$	$
Consulting fees	30,210	98,948
Legal fees	27,175	40,319
Office and Miscellaneous Expense	25,706	5,625
Payroll expense	885,413	789,949
R&D materials and supplies	23,725	105,607
Rent	45,358	41,498
Share-based compensation	1,585,022	190,720
Insurance	3,056	-
Total	2,625,665	1,272,666

Schedule of Properties Estimated Useful life [Table Text Block]

Class of Properties	Depreciation Rate
Furniture and Fixtures	15-year; straight-line basis
Computer Equipment	3 to 4-year; straight-line basis
Lab Equipment	3 to 15-year; straight-line basis

XML

Fixed Assets (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Property, Plant and Equipment [Table Text Block]

		Furniture and
Cost:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	3,496		$	26,489		$	44,432		$	74,417
Additions		-			-			-			-
Exchange difference		375			2,836			4,759			7,970
December 31, 2017	$	3,871		$	29,325		$	49,191		$	82,387
Additions		-			9,933			10,897			20,830
Exchange difference		(286	)		(2,580	)		(4,089	)		(6,955	)
December 31, 2018	$	3,585		$	36,678		$	55,999		$	96,262

		Furniture and
Depreciation:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	405		$	10,645		$	7,923		$	18,973
Additions		424			7,446			5,887			13,757
Exchange difference		58			1,406			1,058			2,521
December 31, 2017	$	887		$	19,497		$	14,868		$	35,252
Additions		137			6,692			12,311			19,140
Exchange difference		(65	)		(1,440	)		(1,899	)		(3,404	)
December 31, 2018	$	959		$	24,749		$	25,280		$	50,988

		Furniture and
Net Book Value:		Fixtures		Computer Equipment		Lab Equipment		Total
December 31, 2017	$	2,984	$	9,828	$	34,323	$	47,135
December 31, 2018	$	2,626	$	11,929	$	30,719	$	45,274

XML

Convertible debentures (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Debt [Table Text Block]

		December 31, 2016	Additions		December 31, 2017
Giora Davidovits	$	510,416	-	$	510,416
Eyal Davidovits		243,825	-		243,825
Irit Arbel		225,822	-		225,822
1367826 Ontario Limited		233,334	-		233,334
Total	$	1,213,397	-	$	1,213,397

		December 31, 2017		Additions		December 31, 2018
Giora Davidovits	$	510,416	$	349,877	$	860,293
Eyal Davidovits		243,825		159,036		402,861
Irit Arbel		225,822		129,924		355,746
1367826 Ontario Limited		233,334		204,429		437,763
Total	$	1,213,397	$	843,266	$	2,056,663

Schedule of Convertible Debt [Table Text Block]

		December 31, 2016		Additions		December 31, 2017
Convertible debentures	$	1,213,397		-	$	1,213,397
Convertible discount		(852,418	)	-		(852,418	)
Net convertible debentures		360,979		-		360,979
Interest accretion		368,496		337,161		705,657
Exchange difference		-		4,536		4,536
Balance	$	729,475		341,697	$	1,071,172

		December 31, 2017			Additions		December 31, 2018
Convertible debentures	$	1,213,397		$	843,266	$	2,056,663
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		360,979			843,266		1,204,245
Interest accretion		705,657			146,761		852,418
Exchange difference		4,536			189		4,725
Balance	$	1,071,172			990,216	$	2,061,388

XML

Equity (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block]

	Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-	$	-
Issued	1,693,750		0.20
Balance, December 31, 2017	1,693,750	$	0.20
Issued	3,493,085		0.20
Balance, December 31, 2018	5,186,835	$	0.20

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Number	Weighted Average	Expiry Date	Weighted Average
Outstanding	Exercise Price		Remaining Life
1,693,750	$0.20	April 3, 2019	0.25
2,300,000	$0.20	September 7, 2020	1.69
87,500	$0.20	September 17, 2021	2.72
1,105,585	$0.20	December 19, 2020	1.97
5,186,835	$0.20		1.30

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

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2016	17,395,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.01	September 25, 2017
Balance, December 31, 2017	18,455,896		$	0.04
Granted, on February 13, 2018	231,250			0.20	February 13, 2023
Exercised, on January 28, 2018	(16,665	)		0.20
Cancelled, on January 28, 2018	(33,335	)		0.20
Expired, on September 28, 2018	(25,000	)		0.20
Granted, on June 22, 2018	14,400,000			0.20	June 22, 2025
Exercised, on March 20, 2018	(481,179	)		0.01
Exercised, on August 14, 2018	(800,000	)		0.01
Granted, on July 18, 2018	360,000			0.20	July 18, 2028
Granted, on September 12, 2018	150,000			0.20	September 12, 2028
Granted, on September 14, 2018	105,000			0.20	April 25, 2023
Granted, on November 22, 2018	250,000			0.20	November 22, 2025
Balance, December 31, 2018	32,595,967		$	0.13

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2018	2017
Expected life – year	5-10	7-10
Interest rate	1.53% - 2.86%	1.60-2.40%
Volatility	65.68% - 94.22%	73.01-90.69%
Dividend yield	--%	--%
Forfeiture rate	--%	--%
Weighted average fair value of options granted	$0.13	$0.13

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

		Outstanding December 31, 2018				Exercisable as at December 31, 2018
					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	3.67	9,750,000	$	0.01	3.67
	0.01	1,924,717		0.01	1.87	1,924,717		0.01	1.87
	0.01	500,000		0.01	0.00	500,000		0.01	0.00
	0.20	150,000		0.20	1.31	150,000		0.20	2.34
	0.20	120,000		0.20	2.65	120,000		0.20	2.65
	0.20	1,610,000		0.20	3.61	1,610,000		0.20	3.61
	0.20	75,000		0.20	3.67	75,000		0.20	3.67
	0.20	100,000		0.20	3.90	100,000		0.20	3.90
	0.20	125,000		0.20	3.92	125,000		0.20	3.92
	0.20	100,000		0.20	3.93	100,000		0.20	3.93
	0.20	75,000		0.20	4.18	50,000		0.20	4.18
	0.20	150,000		0.20	7.35	110,000		0.20	7.35
	0.20	800,000		0.20	2.43	506,670		0.20	2.43
	0.20	360,000		0.20	4.84	360,000		0.20	4.84
	0.20	850,000		0.20	5.42	283,333		0.20	5.42
	0.20	150,000		0.20	5.51	50,000		0.20	5.51
	0.20	260,000		0.20	8.53	120,000		0.20	8.53
	0.20	231,250		0.20	4.12	231,250		0.20	4.12
	0.20	4,100,000		0.20	6.48	-		-	6.48
	0.20	1,500,000		0.20	6.48	375,000		0.20	6.48
	0.20	200,000		0.20	6.48	-		-	6.48
	0.20	4,000,000		0.20	6.48	1,000,000		0.20	6.48
	0.20	4,600,000		0.20	6.48	4,600,000		0.20	6.48
	0.20	360,000		0.20	9.55	150,000		0.20	9.55
	0.20	105,000		0.20	4.32	-		0.20	4.32
	0.20	150,000		0.20	9.71	30,000		0.20	9.71
	0.20	250,000		0.20	6.90	250,000		0.20	6.90
		32,595,967	$	0.13	4.95	22,570,970	$	0.10	4.31

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block]

	Number	Amount
	of Shares
Balance, December 31, 2016	15,063	5,606,110
Shares issued to settle inter-company debts	387	658,711
Balance, December 31, 2017	15,450	6,264,821
Shares issued to settle inter-company debts	1,467	2,494,219
Balance, December 31, 2018	16,917	8,759,040

XML

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

		December 31, 2018			December 31,
					2017
Net loss	$	(3,587,653	)	$	(2,264,316	)
Weighted average common shares outstanding:
Basic and diluted		120,542,611			110,324,539
Net loss per common share:
Basic and diluted	$	(0.03	)	$	(0.02	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	2018	2017
Anti-dilutive options	22,570,970	18,405,896

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	For the year ended		For the year ended
	December 31, 2018		December 31, 2017
	$		$
Net loss before tax	(3,587,653	)	(2,264,316	)
Statutory tax rate	21.00%		34.00%
Expected income tax expense (recovery)	(753,407	)	(769,867	)
Non-deductible items	364,584		29,374
Change in estimates	(16,400	)	1,687,286
Change in enacted tax rate	-		536,617
Foreign tax rate difference	62,224		30,475
Change in valuation allowance	342,999		(1,513,885	)
Income tax expense (recovery)	-		-

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31, 2018	December 31, 2017
	$	$
Net operating loss carryforwards	-	29,867
Convertible debenture	-	(29,867	)
Net deferred tax asset (liability)	-	-

Schedule of deferred tax asset not recognized in deductible temporary differences

	December 31, 2018	December 31, 2017
	$	$
Tax loss carryforwards - USA	3,946,228	3,249,241
Tax loss carryforwards - Israel	7,122,610	6,264,362
Property, plant and equipment - Israel	63,824	68,914
Convertible debenture - USA	4,535	-
Vacation accrual - Israel	37,678	40,057

Schedule of deferred tax asset attributable to net operating loss carry forwards [Table Text Block]

Expiry	$
2029	3,163
2030	69,495
2031	98,143
2032	390,141
2033	651,369
2034	615,901
2035	553,917
2036	555,992
2037	531,441
Indefinitely	476,666
TOTAL	3,946,228

XML

Commitments And Guarantees (Tables)

12 Months Ended

Dec. 31, 2018

Commitments [Table Text Block]

		Consulting fee and
Year		Salaries		Office rent		Total
2019		370,180		50,259		420,439
2020		370,180		23,604		393,784
2021		370,180		-		370,180
2022		246,787		-		246,787
2023		-		-		-
Total	$	1,357,237	$	73,863	$	1,431,190

XML

Geographic Information (Tables)

12 Months Ended

Dec. 31, 2018

Long-lived Assets by Geographic Areas [Table Text Block]

Period ended December 31, 2018		US		Israel		Total
Long-lived assets	$	-	$	45,274	$	45,274

Year ended December 31, 2017		US		Israel		Total
Long-lived assets	$	-	$	47,135	$	47,135

XML

Nature of Operations and going concern (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Ownership percentage of a shareholder	89.00%
Proceeds from disposal of website assets	$ 10
Suppliers payables writeoff	430
Working capital deficit	247,678	$ 581,745
Accumulated deficit	$ (15,255,866)	$ (12,046,656)
RelationshipScoreboard.com Entertainment Inc [Member]
Equity Method Investment, Ownership Percentage	100.00%
Stock Issued During Period, Shares, Acquisitions	16,000,000

XML

Significant Accounting Policies (Narrative) (Details)	Dec. 31, 2018	Dec. 31, 2017
Savicell Diagnostic Ltd [Member]
Equity Method Investment, Ownership Percentage	87.81%	86.65%

XML

License and Research Funding Agreement (Narrative) (Details) - Savicell	1 Months Ended
	Jul. 25, 2012 USD ($) shares
Payments to Acquire in Process Research and Development	$ 1,600,000
Warrants issued, percentage of interest	15.00%
Class of Warrant or Right, Grants in Period, Net of Forfeitures | shares	1,765
Warrants Issued During Period, Value	$ 2,998,682
Warrants Issued During Period, Value per Warrant	$ 1,698.97
Warrant to purchase common shares at nominal value | shares	1,765
Within 5 business days [Member]
Payments to Acquire in Process Research and Development	$ 81,000
Before October 2012 [Member]
Payments to Acquire in Process Research and Development	359,500
Before January 3, 2013 [Member]
Payments to Acquire in Process Research and Development	359,500
Before April 3, 2013 [Member]
Payments to Acquire in Process Research and Development	$ 400,000

XML

Related Party Transactions (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Research And Development Expense	$ 2,625,665	$ 1,272,666
Convertible Debentures	2,061,388	1,071,172
Stock-based compensation	$ 1,585,022	$ 190,720
Savicells Common Shares [Member]
Shares issued to settle inter-company debts (shares)	1,467	387
Equity Method Investment, Ownership Percentage	87.81%	86.65%
Stock-based compensation	$ 645,065
Directors and officers [Member]
Related Party Transaction, Amounts of Transaction	593,094	$ 553,887
Accounts Payable and Accrued Liabilities	94,045	528,862
Two directors, one consultant, and one key management personnel [Member]
Convertible Debentures	$ 2,061,388	$ 1,071,172

XML

Promissory Note (Narrative) (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Proceeds from (Repayments of) Notes Payable	$ 50,000
Consultant And Former Director [Member]
Proceeds from (Repayments of) Notes Payable	$ 50,000
Promissory Note Interest Rate Percentage	10.00%
Threshold Limit Of Equity Financing	$ 250,000
Repayment of remaining balance due on demand	$ 10,000

XML

Convertible debentures (Narrative) (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 15, 2015	Dec. 31, 2018	Dec. 31, 2016	Dec. 31, 2015	Mar. 08, 2018	Dec. 31, 2017
Debt Conversion, Converted Instrument, Amount	$ 852,418	$ 843,266	$ 172,895	$ 188,085
Debt Instrument, Convertible, Conversion Price	$ 0.055	$ 0.20	$ 0.20	$ 0.20	$ 0.20
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 852,418
Amortization of debt discount, effective interest rate		71.00%
Debt Instrument, Amortized Discount		$ 852,418				$ 705,657

XML

Convertible Loans (Narrative) (Details) - USD ($)		12 Months Ended
	Mar. 08, 2018	Dec. 31, 2018	Dec. 31, 2016	Dec. 31, 2015	Apr. 15, 2015
Convertible loan, face amount	$ 350,000	$ 187,000
Maturity term	2 years	2 years
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Convertible, Conversion Price	$ 0.20	$ 0.20	$ 0.20	$ 0.20	$ 0.055
Gross proceeds from issuance of private placement	$ 5,000,000

XML

Equity (Narrative) (Details) - USD ($)															1 Months Ended																							12 Months Ended
	Sep. 14, 2018	Sep. 12, 2018	Sep. 07, 2018	Aug. 03, 2017	Jul. 12, 2017	Jul. 03, 2017	May 04, 2017	Apr. 03, 2017	Jun. 06, 2016	May 05, 2016	Mar. 07, 2016	Dec. 06, 2015	Aug. 04, 2015	May 04, 2014	Dec. 19, 2018	Nov. 22, 2018	Sep. 17, 2018	Aug. 27, 2018	Aug. 24, 2018	Jul. 18, 2018	Jun. 22, 2018	Jun. 20, 2018	Apr. 17, 2018	Feb. 13, 2018	Dec. 27, 2017	Sep. 25, 2017	Sep. 21, 2017	Jul. 12, 2017	May 31, 2017	Nov. 30, 2016	Feb. 15, 2016	Dec. 31, 2015	Nov. 22, 2015	Sep. 30, 2015	Aug. 31, 2015	Oct. 30, 2012	Jul. 25, 2012	Dec. 31, 2018	Dec. 18, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Common Stock, Shares Authorized																																						500,000,000		500,000,000
Common Stock, Par or Stated Value Per Share																																						$ 0.001		$ 0.001
Stock Issued During Period, Shares, Conversion of Convertible Securities								288,830	1,115,625
Number of stock issued in exchange for consulting services																						117,660																	78,625
Shares Issued, Price Per Share								$ 0.16	$ 0.16													$ 0.20																$ 0.20	$ 0.20	$ 0.20
Value of stock issued in exchange for consulting services																						$ 23,532																$ 23,532	$ 15,725
Shares Issued, Price Per Share relative to share pricing during a financing									80.00%
Stock Issued During Period, Value, Conversion of Convertible Securities								$ 46,213	$ 178,500
Stock Issued During Period, Shares, New Issues				600,000			1,250,000																		1,000,000
Sale of Stock, Price Per Share				$ 0.20			$ 0.20																		$ 0.20
Proceeds from Issuance of Common Stock				$ 120,000			$ 250,000																		$ 200,000													$ 604,908		$ 825,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period																		800,000	16,665				481,179				150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price																		$ 0.01	$ 0.20				$ 0.01				$ 0.01											$ 0.01
Proceeds from Stock Options Exercised																			$ 3,333				$ 4,812				$ 1,500
Units Issued During Period, Units			2,300,000					1,693,750							605,585
Units Issued During Period, Per Unit Amount			$ 0.20					$ 0.20							$ 0.20																							$ 0.20
Proceeds from units issued			$ 460,000					$ 338,750							$ 95,000
Number of warrants granted to consultant																	87,500
Class of Warrant or Right, Grants in Period, Exercise Price			$ 0.20					$ 0.20							$ 0.20		$ 0.20
Gross proceeds from share subscription received															$ 26,117
Share subscriptions received																																						$ 10,000		$ 95,000
Common Stock, Shares, Issued																																						124,063,122		119,163,408
Common Stock, Shares, Outstanding																																						124,063,122		119,163,408
Preferred Stock, Shares Authorized																																						20,000,000		20,000,000
Preferred Stock, Par or Stated Value Per Share																																						$ 0.001		$ 0.001
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																						$ 0.13		$ 0.13
Share-based Compensation																																						$ 1,585,022		$ 190,720
Options, Nonvested, Number of Shares																																						525,483		97,974
Option, expected to be recognized over a weighted average period																																						1 year 3 months 22 days		1 year 2 months 27 days
Aggregate intrinsic value of vested options outstanding																																						$ 2,313,196		$ 2,556,620
Savicell
Class of Warrant or Right, Grants in Period, Net of Forfeitures																																					1,765
Warrants issued, percentage of interest																																					15.00%
Equity Method Investment, Ownership Percentage																																						87.81%		86.65%
Warrants Issued During Period, Value per Warrant																																					$ 1,698.97
Savicells Common Shares
Stock Issued During Period, Shares, New Issues																																				592							183	760	684
Sale of Stock, Price Per Share																																				$ 1,698.97							$ 1,699	$ 1,700	$ 1,698.97
Proceeds from Issuance of Common Stock																																				$ 1,005,795							$ 310,977	$ 1,292,000	$ 1,162,192
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners																																				4.79%							1.37%	5.68%	5.11%
Savicells Common Shares [Member]
Stock Issued During Period, Shares, New Issues																																										417
Sale of Stock, Price Per Share																																$ 1,700										$ 1,700
Proceeds from Issuance of Common Stock																																										$ 709,087
Share-based Compensation																																						$ 645,065
Class of Warrant or Right, Grants in Period, Net of Forfeitures																																					1,765
Warrants issued, percentage of interest																																					15.00%
Common Stock, Conversion Basis																																								The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) 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.
Equity Method Investment, Ownership Percentage																																						87.81%		86.65%
Shares of subdiary held																																516						1,467		387	1,051	516
Value of shares of subsidiary not yet received																																								$ 532,084
Shares received in share exhange																																								27	1,132	588
Shares issued in share exchange																																								288,830	12,026,654	6,248,672
Payments to Acquire Additional Interest in Subsidiaries																																									$ 1,786,656
Warrants Issued During Period, Value per Warrant																																					$ 1,698.97
Shares issued to settle inter-company debts (shares)																																						1,467		387
Savicells Common Shares [Member] | Savicell
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners																																						1.76%		1.93%
Savicells Common Shares [Member] | Warrant holder [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners																																						10.43%		11.42%
Granted on May 4, 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period																										150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price																										$ 0.01
Proceeds from Stock Options Exercised																										$ 1,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures														150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price														$ 0.01
Share-based Compensation																																								$ 47
Granted, on August 4, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures													150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price													$ 0.20
Share-based Compensation																																								5,231
Granted in August 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																																			1,730,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																			$ 0.20
Share-based Compensation																																						9,382		36,184
Granted on September 1, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																																		150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																		$ 0.20
Share-based Compensation																																								5,238
Granted, on November 22, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																																	50,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																	$ 0.20
Share-based Compensation																																						3,392		2,038
Granted, on December 1, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																																125,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																$ 0.20
Share-based Compensation																																						1,987		5,144
Granted, on December 6, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures												100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price												$ 0.20
Share-based Compensation																																						$ 1,658		4,267
Granted, on February 15, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period																																						16,665
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price																																						$ 0.20
Proceeds from Stock Options Exercised																																						$ 3,333
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																																						33,335
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																															$ 0.20
Share-based Compensation																																								1,729
Granted, on March 7, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures											75,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price											$ 0.20
Share-based Compensation																																						$ 843		2,744
Granted, on May 5, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures										150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price										$ 0.20
Share-based Compensation																																						2,086		7,216
Options, Vested, Number of Shares										30,000
Granted, on June 6, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures									800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price									$ 0.20
Share-based Compensation																																						$ 12,434		22,870
Terms for vesting of options									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 vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company.
Options, Vested, Number of Shares																																						506,668
Granted, on November 1, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																														$ 0.20
Share-based Compensation																																								21,491
Granted, on May 31, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																													875,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																													$ 0.20
Share-based Compensation																																						47,930		43,283
Granted, on July 2, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures						150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price						$ 0.20
Share-based Compensation																																						9,144		6,269
Granted, on July 12th, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																												260,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																												$ 0.20
Share-based Compensation																																						12,314		$ 18,818
Terms for vesting of options					50,000 options vested on grant date. Off the remaining 210,000, one third of the options will vest on the date of grant, namely July 12, 2018, July 12, 2019 and July 12, 2020 provided the employee remains a consultant of the Company or its subsidiaries.																							50,000 options vested on grant date. Off the remaining 210,000, one third of the options will vest on the date of grant, namely July 12, 2018, July 12, 2019 and July 12, 2020 provided the employee remains a consultant of the Company or its subsidiaries.
Granted on December 19, 2018 [Member]
Units Issued During Period, Units															500,000
Units Issued During Period, Per Unit Amount															$ 0.20
Proceeds from units issued															$ 100,000
Class of Warrant or Right, Grants in Period, Exercise Price															$ 0.20
Granted on February 13, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																								231,250
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																								$ 0.20
Share-based Compensation																																						$ 26,317
Granted, on June 22, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																					14,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																					$ 0.20
Granted, on June 22, 2018 - 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																																						4,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																						$ 0.20
Share-based Compensation																																						$ 182,608
Granted, on June 22, 2018 - 2 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																					1,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																					$ 0.20
Share-based Compensation																																						102,090
Options, Vested, Number of Shares																					1,125,000
Granted, on June 22, 2018 - 3 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																					200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																					$ 0.20
Share-based Compensation																																						8,432
Granted, on June 22, 2018 - 4 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																					4,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																					$ 0.20
Share-based Compensation																																						265,751
Granted, on June 22, 2018 - 5 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																					4,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																					$ 0.20
Share-based Compensation																																						640,432
Granted, on July 18, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																				360,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																				$ 0.20
Share-based Compensation																																						34,548
Options, Vested, Number of Shares																				150,000
Granted, on September 12, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0.20
Share-based Compensation																																						8,709
Terms for vesting of options		30,000 of the options vest on the date of grant, and 40,000 of the options will vest at the end of each year of service as at September 12, 2019, 2020 and 2021. The options were valued based on the Black Scholes model.
Granted, on September 14, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	105,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.20
Share-based Compensation																																						2,072
Options, Vested, Number of Shares	15,000
Granted, on November 22, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																$ 0.20
Share-based Compensation																																						$ 212,893

XML

Income Taxes (Narrative) (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
UNITED STATES
Operating Loss Carryforwards	$ 3,946,228	$ 3,249,241
ISRAEL
Operating Loss Carryforwards	$ 7,122,610	$ 6,624,362

XML

Commitments And Guarantees (Narrative) (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2018 ILS (₪)	Dec. 31, 2018 ILS (₪) shares	Dec. 31, 2017 shares	Dec. 31, 2016 shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	32,595,967		32,595,967	18,455,896	17,395,896
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.13
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 11 months 12 days	4 years 11 months 12 days
Office rent [Member]
Lessee, Operating Lease, Renewal Term	2 years		2 years
Operating lease, monthly lease expense	$ 3,372	₪ 12,121
Operating Leases, Future Minimum Payments Due	$ 73,863		₪ 265,168
Office rent for additional office space [Member]
Lessee, Operating Lease, Renewal Term	2 years		2 years
Operating lease, monthly lease expense	$ 1,959	₪ 7,032
Payments under the lease agreement [Member]
Cash Collateral for Borrowed Securities	21,875		₪ 78,531
Giora Davidovits [Member]
Officers' Compensation | $	$ 250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	3,750,000		3,750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	10 years	10 years
Eyal Davidovits [Member]
Officers' Compensation	$ 120,180	₪ 432,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	2,750,000		2,750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	10 years	10 years

XML

Subsequent Events (Narrative) (Details) - USD ($)				1 Months Ended					12 Months Ended
	Mar. 04, 2019	Aug. 03, 2017	May 04, 2017	Aug. 27, 2018	Aug. 24, 2018	Apr. 17, 2018	Dec. 27, 2017	Sep. 21, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 18, 2018	Jun. 20, 2018	Apr. 03, 2017	Jun. 06, 2016
Issuance Of Aggregate Common Stock Share		600,000	1,250,000				1,000,000
Share Issue Price Per Share									$ 0.20	$ 0.20	$ 0.20	$ 0.20	$ 0.16	$ 0.16
Gross Proceeds from Issuance of Common Stock		$ 120,000	$ 250,000				$ 200,000		$ 604,908	$ 825,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				800,000	16,665	481,179		150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Exercise Price Per Share				$ 0.01	$ 0.20	$ 0.01		$ 0.01	$ 0.01
Subsequent Event [Member]
Issuance Of Aggregate Common Stock Share	1,302,000
Share Issue Price Per Share	$ 0.20
Gross Proceeds from Issuance of Common Stock	$ 260,400
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.20
Warrants and Rights Outstanding, Term	2 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Exercise Price Per Share	$ 0.01

XML

Schedule of Research and Development Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Research And Development Expense	$ 2,625,665	$ 1,272,666
Consulting fees [Member]
Research And Development Expense	30,210	98,948
Legal fees [Member]
Research And Development Expense	27,175	40,319
Office and Miscellaneous Expense [Member]
Research And Development Expense	25,706	5,625
Payroll expense [Member]
Research And Development Expense	885,413	789,949
R&D materials and supplies [Member]
Research And Development Expense	23,725	105,607
Rent [Member]
Research And Development Expense	45,358	41,498
Share-based compensation [Member]
Research And Development Expense	1,585,022	190,720
Insurance [Member]
Research And Development Expense	$ 3,056	$ 0

XML

Schedule of depreciation rates applicable to each category of fixed assets (Details)	12 Months Ended
	Dec. 31, 2018
Furniture and Fixtures [Member]
Property, Plant and Equipment, Useful Life	15 years
Property, plant and equipment, depreciation methods	straight-line basis
Computer Equipment [Member]
Property, plant and equipment, depreciation methods	straight-line basis
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	4 years
Lab Equipment [Member]
Property, plant and equipment, depreciation methods	straight-line basis
Lab Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Lab Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	15 years

XML

Schedule of Property, Plant and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment, Cost, Beginning Balance	$ 82,387	$ 74,417
Additions	20,830	0
Exchange difference (Cost)	(6,955)	7,970
Property, Plant and Equipment, Cost, Ending Balance	96,262	82,387
Property, Plant and Equipment, Depraciation, Beginning Balance	35,252	18,973
Additions (Depreciation)	19,140	13,757
Exchange difference (Depreciation)	(3,404)	2,521
Property, Plant and Equipment, Depreciation, Ending Balance	50,988	35,252
Property, Plant and Equipment, Net Book Value	45,274	47,135
Furniture and Fixtures [Member]
Property, Plant and Equipment, Cost, Beginning Balance	3,871	3,496
Additions	0	0
Exchange difference (Cost)	(286)	375
Property, Plant and Equipment, Cost, Ending Balance	3,585	3,871
Property, Plant and Equipment, Depraciation, Beginning Balance	887	405
Additions (Depreciation)	137	424
Exchange difference (Depreciation)	(65)	58
Property, Plant and Equipment, Depreciation, Ending Balance	959	887
Property, Plant and Equipment, Net Book Value	2,626	2,984
Computer Equipment [Member]
Property, Plant and Equipment, Cost, Beginning Balance	29,325	26,489
Additions	9,933	0
Exchange difference (Cost)	(2,580)	2,836
Property, Plant and Equipment, Cost, Ending Balance	36,678	29,325
Property, Plant and Equipment, Depraciation, Beginning Balance	19,497	10,645
Additions (Depreciation)	6,692	7,446
Exchange difference (Depreciation)	(1,440)	1,406
Property, Plant and Equipment, Depreciation, Ending Balance	24,749	19,497
Property, Plant and Equipment, Net Book Value	11,929	9,828
Lab Equipment [Member]
Property, Plant and Equipment, Cost, Beginning Balance	49,191	44,432
Additions	10,897	0
Exchange difference (Cost)	(4,089)	4,759
Property, Plant and Equipment, Cost, Ending Balance	55,999	49,191
Property, Plant and Equipment, Depraciation, Beginning Balance	14,868	7,923
Additions (Depreciation)	12,311	5,887
Exchange difference (Depreciation)	(1,899)	1,058
Property, Plant and Equipment, Depreciation, Ending Balance	25,280	14,868
Property, Plant and Equipment, Net Book Value	$ 30,719	$ 34,323

XML

Schedule of Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Convertible debentures	$ 1,071,172	$ 729,475
Additions	990,216	341,697
Convertible debentures	2,061,388	1,071,172
Convertible debentures [Member]
Convertible debentures	1,213,397	1,213,397
Additions	843,266	0
Convertible debentures	2,056,663	1,213,397
Giora Davidovits [Member]
Convertible debentures	510,416	510,416
Additions	349,877	0
Convertible debentures	860,293	510,416
Eyal Davidovits [Member]
Convertible debentures	243,825	243,825
Additions	159,036	0
Convertible debentures	402,861	243,825
Irit Arbel [Member]
Convertible debentures	225,822	225,822
Additions	129,924	0
Convertible debentures	355,746	225,822
Ontario Limited [Member]
Convertible debentures	233,334	233,334
Additions	204,429	0
Convertible debentures	$ 437,763	$ 233,334

XML

Schedule of Convertible Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Convertible debentures	$ 1,071,172	$ 729,475
Additions	990,216	341,697
Convertible debentures	2,061,388	1,071,172
Convertible debentures [Member]
Convertible debentures	1,213,397	1,213,397
Additions	843,266	0
Convertible debentures	2,056,663	1,213,397
Convertible discount [Member]
Convertible debentures	(852,418)	(852,418)
Additions	0	0
Convertible debentures	(852,418)	(852,418)
Net convertible debentures [Member]
Convertible debentures	360,979	360,979
Additions	843,266	0
Convertible debentures	1,204,245	360,979
Interest accretion [Member]
Convertible debentures	705,657	368,496
Additions	146,761	337,161
Convertible debentures	852,418	705,657
Exchange Difference [Member]
Convertible debentures	4,536	0
Additions	189	4,536
Convertible debentures	$ 4,725	$ 4,536

XML

Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Class of Warrant or Right, Outstanding, Beginning of Period	1,693,750	0
Class of Warrant or Right, Outstanding, Weighted Average Exercise Price, Beginning of Period	$ 0.20	$ 0
Class of Warrant or Right Issued	3,493,085	1,693,750
Class of Warrant or Right Issued Weighted Average Exercise Price	$ 0.20	$ 0.20
Class of Warrant or Right, Outstanding, End of Period	5,186,835	1,693,750
Class of Warrant or Right, Outstanding, Weighted Average Exercise Price, End of Period	$ 0.20	$ 0.20

XML

Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Number of Outstanding Warrants	5,186,835	1,693,750	0
Exercise Price	$ 0.20	$ 0.20	$ 0
Remaining Life	1 year 3 months 18 days
$0.20
Number of Outstanding Warrants	1,693,750
Exercise Price	$ 0.20
Expiry Date	April 3, 2019
Remaining Life	3 months
$0.20
Number of Outstanding Warrants	2,300,000
Exercise Price	$ 0.20
Expiry Date	September 7, 2020
Remaining Life	1 year 8 months 9 days
$0.20
Number of Outstanding Warrants	87,500
Exercise Price	$ 0.20
Expiry Date	September 17, 2021
Remaining Life	2 years 8 months 19 days
$0.20
Number of Outstanding Warrants	1,105,585
Exercise Price	$ 0.20
Expiry Date	December 19, 2020
Remaining Life	1 year 11 months 19 days

XML

Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares							1 Months Ended														12 Months Ended
	Sep. 14, 2018	Sep. 12, 2018	Aug. 14, 2018	Jul. 03, 2017	Jul. 01, 2017	Jun. 06, 2016	Nov. 22, 2018	Sep. 28, 2018	Aug. 27, 2018	Aug. 24, 2018	Jul. 18, 2018	Jun. 22, 2018	Apr. 17, 2018	Mar. 20, 2018	Feb. 13, 2018	Jan. 28, 2018	Sep. 25, 2017	Sep. 21, 2017	Jul. 12, 2017	May 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning of Period																18,455,896					18,455,896	17,395,896
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, Beginning of Period																$ 0.04					$ 0.04	$ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																					0.13	$ 0.13
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period									(800,000)	(16,665)			(481,179)					(150,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price									$ 0.01	$ 0.20			$ 0.01					$ 0.01			$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, End of Period																					32,595,967	18,455,896
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, End of Period																					$ 0.10	$ 0.04
Granted, on May 31, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																				875,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																				$ 0.20
Expired, July 1, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period					(75,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price					$ 0.20
Granted, on July 2, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures				150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 0.20
Granted, on July 12th, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures																			260,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																			$ 0.20
Exercised, on September 25, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period																	(150,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price																	$ 0.01
Granted on February 13, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures															231,250
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price															$ 0.20
Exercised on January 28, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period																(16,665)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price																$ 0.20
Cancelled, on January 28, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period																(33,335)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price																$ 0.20
Expired, on September 28, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures						800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price						$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period								(25,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price								$ 0.20
Granted, on June 22, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures												14,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price												$ 0.20
Exercised, on March 20, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period														(481,179)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price														$ 0.01
Exercised, on August 14, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period			(800,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price			$ 0.01
Granted, on July 18, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures											360,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price											$ 0.20
Granted, on September 12, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0.20
Granted, on September 14, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	105,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.20
Granted, on November 22, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures							250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price							$ 0.20

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Volatility, Minimum	65.68%	73.01%
Volatility, Maximum	94.22%	90.69%
Dividend yield	0.00%	0.00%
Forfeiture rate	0.00%	0.00%
Weighted average fair value of options granted	$ 0.13	$ 0.13
Minimum [Member]
Expected life year	5 years	7 years
Interest rate	1.53%	1.60%
Maximum [Member]
Expected life year	10 years	10 years
Interest rate	2.86%	2.40%

XML

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.13
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	32,595,967	18,455,896	17,395,896
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 11 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	22,570,970
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.10	$ 0.04	$ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 3 months 22 days
Range 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	9,750,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 8 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	9,750,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 8 months 1 day
Range 2 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,924,717
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	1 year 10 months 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,924,717
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 10 months 13 days
Range 3 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	500,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	0 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	0 years
Range 4 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	150,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	1 year 3 months 22 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 4 months 2 days
Range 5 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	120,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	2 years 7 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	120,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 7 months 24 days
Range 6 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,610,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 7 months 10 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,610,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 7 months 10 days
Range 7 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	75,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 8 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	75,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 8 months 1 day
Range 8 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	100,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 10 months 24 days
Range 9 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	125,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 11 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	125,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 11 months 1 day
Range 10 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	100,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 11 months 5 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 11 months 5 days
Range 11 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	75,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 2 months 5 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	50,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 2 months 5 days
Range 12 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	150,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	7 years 4 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	110,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	7 years 4 months 6 days
Range 13 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	800,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	2 years 5 months 5 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	506,670
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 5 months 5 days
Range 14 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	360,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 10 months 2 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	360,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 10 months 2 days
Range 15 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	850,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5 years 5 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	283,333
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years 5 months 1 day
Range 16 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	150,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5 years 6 months 4 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	50,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years 6 months 4 days
Range 17 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	260,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	8 years 6 months 11 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	120,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	8 years 6 months 11 days
Range 18 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	231,250
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 1 month 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	231,250
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 1 month 13 days
Range 19 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,100,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Range 20 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,500,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	375,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Range 21 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	200,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Range 22 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,000,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Range 23 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,600,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	4,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 5 months 23 days
Range 24 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	360,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	9 years 6 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	150,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	9 years 6 months 18 days
Range 25 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	105,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 3 months 26 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 3 months 26 days
Range 26 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	150,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	9 years 8 months 16 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	30,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	9 years 8 months 16 days
Range 27 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	250,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.20
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	6 years 10 months 24 days

XML

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Beginning Balance	$ (1,550,206)
Ending Balance	$ (2,710,763)	$ (1,550,206)
Savicells Common Shares [Member]
Beginning Balance (Shares)	15,450	15,063
Beginning Balance	$ 6,264,821	$ 5,606,110
Shares issued to settle inter-company debts (shares)	1,467	387
Shares issued to settle inter-company debts	$ 2,494,219	$ 658,711
Ending Balance (Shares)	16,917	15,450
Ending Balance	$ 8,759,040	$ 6,264,821

XML

Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net loss	$ (3,587,653)	$ (2,264,316)
Weighted average common shares outstanding:
Basic and diluted	120,542,611	110,324,539
Net loss per common share:
Basic and diluted	$ (0.03)	$ (0.02)

XML

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Anti-dilutive options	22,570,970	18,405,896

XML

Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net loss before taxes	$ (3,587,653)	$ (2,264,316)
Statutory tax rate	21.00%	34.00%
Expected income tax expense (recovery)	$ (753,407)	$ (769,867)
Non-deductible item	$ 364,584	$ 29,374
Change in estimates	(16400.00%)	1687286.00%
Change enacted tax rate	$ 0	$ 536,617
Foreign tax rate difference	62,224	30,475
Change in valuation allowance	342,999	(1,513,885)
Income tax expense (recovery)	$ 0	$ 0

XML

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Net operating loss carryforwards	$ 0	$ 29,867
Convertible debenture	0	(29,867)
Net deferred tax asset (liability)	$ 0	$ 0

XML

Schedule of temporary differences between the carrying amounts of assets and liabilities (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Tax loss carryforwards	$ 3,946,228
Convertible debenture	0	$ 29,867
USA
Tax loss carryforwards	3,946,228	3,249,241
Convertible debenture	4,535	0
Israel
Tax loss carryforwards	7,122,610	6,264,362
Property, plant and equipment	63,824	68,914
Vacation accrual	$ 37,678	$ 40,057

XML

Schedule of deferred tax asset attributable to net operating loss carry forwards (Details)	Dec. 31, 2018 USD ($)
Amount of losses expire	$ 3,946,228
2029 [Member]
Amount of losses expire	3,163
2030 [Member]
Amount of losses expire	69,495
2031 [Member]
Amount of losses expire	98,143
2032 [Member]
Amount of losses expire	390,141
2033 [Member]
Amount of losses expire	651,369
2034 [Member]
Amount of losses expire	615,901
2035 [Member]
Amount of losses expire	553,917
2036 [Member]
Amount of losses expire	555,992
2037 [Member]
Amount of losses expire	531,441
Indefinitely [Member]
Amount of losses expire	$ 476,666

XML

Commitments (Details)	Dec. 31, 2018 USD ($)
2019	$ 420,439
2020	393,784
2021	370,180
2022	246,787
2023	0
Total	1,431,190
Consulting fee and Salaries [Member]
2019	370,180
2020	370,180
2021	370,180
2022	246,787
2023	0
Total	1,357,237
Office rent [Member]
2019	50,259
2020	23,604
2021	0
2022	0
2023	0
Total	$ 73,863

XML

Long-lived Assets by Geographic Areas (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Long-lived assets	$ 45,274	$ 47,135
USA
Long-lived assets	0	0
ISRAEL
Long-lived assets	$ 45,274	$ 47,135