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

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	15,960,896(1)	$0.04	Nil
Total	15,960,896	$0.04	Nil

Expense		Amount
Research and Development Expenses
R&D employee compensation	$	725,000
R&D consultant fees		53,000
Regulatory and ancillary costs		52,000
Laboratory expenses and capital		275,000
Fees for intellectual property protection		16,000
Hospital samples and others		197,000
Total R&D Expense		1,318,000
General and Administration Expenses
Professional fees, filing and regulatory		192,000
Consulting fees		388,000
Insurance expense		47,000
Office, travel and others		33,000
Total General and Admin. Expenses		660,000
Grand Total:	$	1,978,000

		Year Ended			Year Ended
		December 31, 2015			December 31, 2014
General and Administrative Expenses		$			$
Accounting Fees		28,250			24,000
Audit & Tax Fees		54,117			54,488
Bank Fees		727			795
Consulting Fees		390,210			685,841
Filing and Transfer Agent Fees		11,936			10,095
Legal Fees		57,728			27,362
Travel Expenses		8,633			9,790
Office and Miscellaneous Expense		91,742			18,898
Research and Development Expense		637,848			313,095
Marketing Expense		32,383			-
Payroll Expense		506,283			30,132
Rent Expense		1,960			-
Insurance Expense		58,324			46,710
Stock-Based Compensation		486,592			10,800
Meals & Entertainment Expenses		441			480
		2,367,174			1,232,486

Significant changes in the expense items from 2014 to 2015 are summarized as follows.

	•	Consulting Fees decreased by 43% as a result of the fact that certain personnel who had been remunerated as consultants in 2014 were actually paid as employees in 2015. Accordingly, the payroll expense has correspondingly realized a material increase in 2015;
	•	Legal Fees increased by 111% as a result of continued issuance of new equity securities as well as increased granting of options and warrants all of which required enhanced consultation with our legal counsel. In addition, the audit and review fees related to our financial statements continue to increase with the broadening of our scope of operations;
	•	Office and Miscellaneous Expense increased by 385% primarily as a result of the opening of our new laboratory facility in Haifa and the securing of leased lab space by Savicell;
	•	Research and Development Expense increased by 104% as a result of Savicell fulfilling its final obligations pursuant to the License Agreement and the increased scope of our clinical testing;
	•	Marketing Expense increased from nil to $32,383 as a result of increased financing activities;
	•	Payroll Expense increased by 1,580% as a result of (a) two personnel commencing to be paid as employees as opposed to consultants; (b) three employees previously paid by Ramot have been transferred to the payroll of Savicell; and (c) additional staff was engaged; and
	•	Stock-Based Compensation increased by 4,405% as a result of the issuance of additional options at an exercise price of $0.20 versus the previous price of $0.01. In addition, we recognized a material stock compensation expense upon vesting of stock options to several consultants and employees.

Liquidity and Capital Resources

Working Capital

Our working capital increased because we were successful in raising additional equity financing, only a portion of which had been spent by the year end date of December 31, 2015.

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18

Cash Flows

			Year Ended			Year Ended
			December 31, 2015			December 31, 2014
			$			$
	Net (loss) for the period		(2,589,234	)		(1,090,100	)
	Net Cash (Used in) Operating Activities		(1,560,843	)		(755,739	)
	Net Cash Provided by Financing Activities		2,509,899			310,977
	Net Cash Provided by (Used in) Investing Activities		(73,442	)		(4,327	)
	Cash and Cash equivalents, End of Period		1,206,809			329,855

Cash Used In Operating Activities

The largest component related to the increased use of cash in operating activities relates to the expanded scope of our research and development activities together with the enhanced staffing cost associated with our laboratory facilities.

Cash from Financing Activities

The increased cash from financing activities was primarily a result of increased equity financings by both our company and our Subsidiary in 2015 relative to 2014. We completed equity financings resulting in the issuance of 9,050,000 common shares for gross proceeds of $1,810,000. Our Subsidiary completed equity financings resulting in the issuance of 417 ordinary shares for gross proceeds of $709,087. In addition, we realized additional proceeds from the exercise of outstanding stock options in the aggregate amount of $5,812.

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, 2015, our company has accumulated deficit of $8,026,578since 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, 2015, 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.

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19

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

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

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

Off-Balance Sheet Arrangements

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

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

Not applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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ONLINE DISRUPTIVE TECHNOLOGIES, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

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

		December 31, 2015			December 31, 2014
		$			$
ASSETS
Current Assets
Cash and Cash Equivalents		1,206,809			329,855
Prepaid expenses		2,651			4,803
VAT Receivable		22,208			22,361
Total Current Assets		1,231,668			357,019
Restricted cash (Note9 (6))		12,814			-
Fixed Assets		58,321			3,959
Total Assets		1,302,803			360,978
LIABILITIES
Current Liabilities
Accounts Payable		54,674			835,726
Accrued Liabilities		72,117
Term Loan – Related Party (Note 5)		-			50,000
Total Current Liabilities		126,791			885,726
Convertible debenture (Note 6)		380,199
Term Loan – Related Party (Note 5)		-			15,275
Total Liabilities		506,990			901,001
EQUITY
Authorized:
20,000,000 Preferred Shares, par value $0.001  500,000,000 Common Shares, par value $0.001
Issued and outstanding:
Nil Preferred Shares  98,979,174 Common Shares (December 31, 2014:  82,636,433 Common Shares)		83,379			67,036
Additional Paid-in Capital		8,715,819			5,144,387
Accumulated Other Comprehensive Loss		(88,720	)		(93,964	)
Deficit		(8,026,578	)		(5,884,907	)
Equity Attributable to Shareholders of the Company		683,900			(767,448	)
Non-Controlling Interests		111,913			227,425
Total Equity		795,813			(540,023	)
Total Liabilities and Equity		1,302,803			360,978

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

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

		Year Ended			Year Ended
		December 31, 2015			December 31, 2014
General and Administrative Expenses		$			$
Accounting Fees		28,250			24,000
Audit & Tax Fees		54,117			54,488
Bank Fees		727			795
Consulting Fees		390,210			685,841
Filing and Transfer Agent Fees		11,936			10,095
Legal Fees		57,728			27,362
Travel Expenses		8,633			9,790
Office and Miscellaneous Expense		91,742			18,898
Research and Development Expense		637,848			313,095
Marketing Expense		32,383			-
Payroll Expense		506,283			30,132
Rent Expense		1,960			-
Insurance Expense		58,324			46,710
Stock-Based Compensation		486,592			10,800
Meals & Entertainment Expenses		441			480
		2,367,174			1,232,486
Other Expense
Interest Accretion		182,448			-
Interest Expense		2,415			(6,623	)
Foreign Currency Loss		37,197			(135,763	)
Net Loss for the year		(2,589,234	)		(1,090,100	)
Other Comprehensive Income
Currency translation adjustments		5,245			(93,964	)
Comprehensive Loss for the year		(2,583,989	)		(1,184,064	)
Net (Loss) attributable to:
Common Stockholders		(2,141,671	)		(975,994	)
Non-Controlling Interests		(447,563	)		(114,106	)
		(2,589,234	)		(1,090,100	)
Net Comprehensive Loss Attributable to:
Common Stockholders		(2,137,333	)		(1,046,158	)
Non-Controlling Interests		(446,656	)		(137,906	)
		(2,583,989	)		(1,184,064	)
Basic and Diluted Net Loss per Common Share		(0.01	)		(0.01	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted		98,979,174			82,636,433

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

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Online Disruptive Technologies, Inc.
Consolidated Statements of Equity (Deficiency)
For the years ended December 31, 2015 and 2014
(U.S. Dollars)

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

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

		Year Ended			Year Ended
		December			December 31,
		31, 2015			2014
Cash flow from Operating Activities		$			$
Net loss for the year		(2,589,234	)		(1,090,100	)
Adjustment for items not involving cash:
Stock-Based Compensation		486,592			10,800
Foreign exchange gain/loss		10,960			(39,849	)
Amortization – fixed assets		6,199
Convertible debt issued for consulting services		90,610			-
Interest expense		-			(5,495	)
Interest accretion		182,448			-
Changes in non-cash working capital items:
Decrease(increase) in VAT receivable		166			(17,288	)
(Increase) in prepaid expense		2,158			(1,935	)
Increase (decrease) in accounts payable and accrued liabilities		249,258			388,128
Net cash (used in) operating activities		(1,560,843	)		(755,739	)
Cash flow from financing activities
Common shares issued, net of issuance costs		1,800,812			-
Common shares issued by subsidiary		709,087			310,977
Net cash provided by financing activities		2,509,899			310,977
Cash flow from investing activities
Cash utilized in purchase of assets		(60,628	)		(4,327	)
Cash restricted for office lease		(12,814	)		-
Net cash provided by (used in) investing activities		(73,442	)		(4,327	)
Effects of exchange rate changes on cash and cash equivalents		1,340			(72,843	)
Net Increase in cash and cash equivalents		876,954			(521,932	)
Cash and cash equivalents, beginning of year		329,855			851,787
Cash and cash equivalents, end of year		1,206,809			329,855
Supplementary Information
Interest Paid		-			-
Income Taxes Paid		-			-

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

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

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 balance of $1,104,876 as at December 31, 2015 (working capital deficiency 2014 –$528,707) and an accumulated deficit of $8,026,578. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

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

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 2 - Significant Accounting Policies

a)	Basis of Presentation

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows as at December 31, 2015 have been included.

b)	Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its 77.00% 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, valuation allowances for deferred income tax assets and determination of useful lives of property, plant and equipment.

In the year ended 2014, the management had a change in estimates with regards to Savicell’s functional currency (see note 2(d))

d)	Foreign Currency Translation

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

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

In the year ended 2013, Savicell’s functional currency was the U.S. dollar. During the year 2014, with the increased volume of transactions in the local currency, the management reassessed Savicell’s functional currency to NIS based on the change in facts and effective as of January 1, 2014. Such change is still appropriates in year 2015.

As a result of the functional currency change discussed above, a cumulative translation adjustment of $14,145 is included in accumulated other comprehensive income and will only be adjusted in the event of a full or partial disposition of the Company's investment in Savicell.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 2 - Significant Accounting Policies (Continued)

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, 2015 and 2014.

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)	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, 2015, 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.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 2 - Significant Accounting Policies (Continued)

h)	Comprehensive Income (Loss)

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

i)	Earnings (Loss) Per Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period.

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

j)	Financial Instruments and Fair Value of Financial Instruments

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

	·	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	·	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

As at December 31, 2015, the fair value of cash and cash equivalents was and restricted cash measured using Level 1 inputs.

The Company’s financial instruments are cash and cash equivalents, restricted cash accounts payable and accrued liabilities and convertible debentures. The recorded values of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The Company believes the recorded values of convertible debentures, net of the discount, approximate the fair value as the interest rate (stated or effective) approximates market rates for similar types of instruments.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 2 - Significant Accounting Policies (Continued)

k)	Research and Development Costs

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

l)	Fixed Assets

Property and Equipment are recorded at cost and are amortized over their estimated useful life of 3-15 years on a straight line basis.

m)	Convertible debentures

Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, are 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.

n)	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.

o)	Recently Issued Accounting Pronouncements

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

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 2 - Significant Accounting Policies (Continued)

o)	Recently Issued Accounting Pronouncements (continued)

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

p)	Recently Issued Accounting Pronouncements

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

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is "substantial doubt about the entity's ability to continue as a going concern."

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 2 - Significant Accounting Policies (Continued)

p)	Recently Issued Accounting Pronouncements (continued)

The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter and early adoption is permitted. The Company is evaluating the impact of ASU 2014-15 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

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

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

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

On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. The ASU simplifies several aspects of the accounting for employee share-based payment transactions.

ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 201 6, and interim periods within that reporting period. Early adoption will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption.

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

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 3 – License and Research Funding Agreement

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

	•	In the course of research performed at Tel-Aviv University ("TAU"), Prof. Fernando Patolsky has developed technology relating to early detection of diseases by measuring metabolic activity in the immune system;
	•	Savicell wishes to fund further research at TAU relating to such technology; and
	•	Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement.

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

	•	$81,000 within 5 business days of the R&D Agreement (paid)
	•	Before October 2012; $359,500 plus VAT as applicable (paid)
	•	Before January 3, 2013; $359,500 plus VAT as applicable (paid) Before April 3, 2013; $400,000 plus VAT as applicable (paid)
	•
	•	Before July 3, 2013; $400,000 plus VAT as applicable (paid)

The payments originally due on April 3, 2013 and July 3, 2013 were postponed by the parties until such time as the funds were actually required in furtherance of the joint research and development initiatives. As of December 31, 2015, the remaining balance of $800,000 has been paid in connection with the R&D agreement.

In addition, Savicell agreed to issue to Ramot warrants (the “Warrants”) to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The Warrants shall be exercisable at an exercise price equal to the par value of the Warrant Shares, at any time and from time to time 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.

During the year ended December 31, 2015, Savicell incurred research and development costs of $637,868 (2014 -$313,095) which were included in the consolidated statements of operations and comprehensive loss.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 4 – Term Loan – Related Party

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

On May 28, 2015, the Company entered into a debt settlement agreement pursuant to which the Company settled the term loan in the aggregate amount of $74,062 by the issuance of 462,890 common shares at a per share price of $0.20. As this is a related party transaction, the Company recognized a loss on extinguishment of $36,987 to additional paid in capital.

A summary of the Term Loan is as follows:

Note 5 – Related Party Transactions

The Company completed the following related party transactions:

During the year ended December 31, 2015, the Company incurred consulting fees and salaries of $574,595 payable to its directors and officers as well as a company controlled by a former director/officer of the Company (December 31, 2014 - $593,783).

As at December 31, 2015, there was no outstanding balance in accounts payable and accrued liabilities that was payable to a company controlled by a former director/officer of the Company (December 31, 2014 - $160,433) but there was $16,325 (December 31, 2014 - $644,285) that was payable to current officers or directors of the Company.

See Notes 4 and 7.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 6 – Convertible debenture

On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. 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.

The Company evaluated these convertible debenture 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 some do 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 77%. Total debt discount amortization during the period from April 15, 2015 through December 31, 2015 was $192,114.

Note 7 –Equity

Common shares

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

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

On May 28, 2015, the Company entered into a debt settlement agreement pursuant to which the Company settled a related party term loan in the aggregate amount of $74,062 by the issuance of 462,890 common shares at $0.20 per share.

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

---

Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 7 –Equity (Continued)

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

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

On July 20, 2015, four shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 3,824,922 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $611,987.

On September 3, 2015, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,786,250 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $285,800.

On October 20, 2015, two shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 637,500 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $102,000.

For the year ended December 31, 2015, the Company recorded share issue cost of $15,000 for the shares issued.

As at December 31, 2015 the Company has 98,979,174 common shares issued and outstanding.

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 28, 2013, the Company granted a total of 962,358 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest on each of the first four anniversaries of the date of initial grant. The options were valued based on the Black Scholes model. On June 22, 2015, 481,179 of these options were exercised at $0.01 per share for total proceeds of $4,812. For the year ended December 31, 2015, the Company recorded stock based compensation of $112,888 (2014: $1,859) for such options.

On August 22, 2013, the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.01 per share. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully 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 from August 22, 2013. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the year ended December 31, 2015, the Company recorded stock based compensation of $72,453 (2014: $1,282) for such options.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 7 –Equity (Continued)

Stock Options (continued)

On November 11, 2013, the Company granted a total of 1,924,717 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest immediately and a quarter on each of the first three anniversaries of the date of initial grant. The options were valued based on the Black Scholes model. For the year ended December 31, 2015, the Company recorded stock based compensation of $154,271 (2014: $6,515) for such options.

On January 1, 2014, the Company granted a total of 500,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. A quarter of the options will vest immediately and a quarter will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31, 2015, the Company recorded stock based compensation of $52,865 (2014: $970) for such options.

On May 4, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31, 2015, the Company recorded stock based compensation of $982 (2014: $nil) for such options.

On May 15, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share. 25,000 of the options will vest immediately. Furthermore, 75,000 and 50,000 of the options respectively will vest on the first and second anniversaries that the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31 2015, the Company recorded stock based compensation of $24,016 (2014: $174) for such options. In addition on June 23, 2015, 100,000 of these options were exercised at $0.01 per share for total proceeds of $1,000.

On August 4, 2015 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31 2015, the Company recorded stock based compensation of $5,413 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. 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 year ended December 31, 2015, the Company recorded stock based compensation of $53,701 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. One third of the options will vest at the grant date of each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year ended December 31, 2015, the Company recorded stock based compensation of $4,879 for such options.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 7 –Equity (Continued)

Stock Options (continued)

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. One third of the options will vest at the grant date of 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 year ended December 31, 2015, the Company recorded stock based compensation of $500 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. One third of the options will vest at the grant date of 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 year ended December 31, 2015, the Company recorded stock based compensation of $978 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. One third of the options will vest at the grant date of 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 year ended December 31, 2015, the Company recorded stock based compensation of $677 for such options.

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

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 7 – Equity (Continued)

Stock Options (continued)

					Weighted
					Average Exercise
		Number of Options			Price			Expire date
Balance, December 31, 2013		13,437,075			0.01
Granted, on January 1, 2014		500,000			0.01			January 1, 2019
Granted, on May 4, 2014		150,000			0.01			May 4, 2021
Granted, on May 15, 2014		150,000			0.01			May 15, 2019
Balance, December 31, 2014		14,237,075		$	0.01
Exercised		(581,179	)		0.01
Granted, on August 4, 2015		150,000			0.20			May 4, 2021
Granted, on August 7, 2015		1,610,000			0.20			August 7, 2022
Granted, on August 25, 2015		120,000			0.20			August 25, 2022
Granted, on September 1, 2015		150,000			0.20			September 1, 2022
Granted, November 22, 2015		50,000			0.20			November 22, 2022
Granted, December 1, 2015		125,000			0.20			December 1, 2022
Granted, December 6, 2015		100,000			0.20			December 6, 2022
Balance, December 31, 2015		15,960,896		$	0.04

		Outstanding as at December 31, 2015									Exercisable as at December 31, 2015
								Weighted									Weighted
					Weighted			Average						Weighted			Average
					Average			Remaining						Average			Remaining
Exercise		Number of			Exercise			Contractual			Number of			Exercise			Contractual
Price		Options			Price			Life (years)			Options			Price			Life (years)
$ 0.01		9,750,000		$	0.01			6.67			9,750,000		$	0.01			6.67
0.01		481,179			0.01			2.41			-			-			-
0.01		800,000			0.01			2.64			453,334			0.01			2.64
0.01		1,924,717			0.01			4.87			1,443,538			0.01			4.87
0.01		500,000			0.01			3.01			333,334			0.01			3.01
0.01		150,000			0.01			5.35			50,000			0.01			5.35
0.01		50,000			0.01			3.37			-			-			-
0.20		150,000			0.20			5.35			-			-			-
0.20		120,000			0.20			6.65			-			-			-
0.20		1,610,000			0.20			6.61			-			-			-
0.20		150,000			0.20			6.67			50,000			0.20			6.67
0.20		50,000			0.20			6.90			-			-			-
0.20		125,000			0.20			6.92			-			-			-
0.20		100,000			0.20			6.94			-			-			-
		15,960,896		$	0.04			5.97			12,080,205		$	0.01			6.20

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 7 – Equity (Continued)

Stock Options (continued)

Exercise price		Outstanding as at December 31, 2014									Exercisable as at December 31, 2014
								Weighted									Weighted
					Weighted			Average						Weighted			Average
					Average			Remaining						Average			Remaining
		Number of			Exercise			Contractual			Number of			Exercise			Contractual
		Options			Price			Life (years)			Options			Price			Life (years)
$ 0.01		9,750,000		$	0.01			7.67			9,750,000		$	0.01			7.67
0.01		962,358			0.01			3,41			240,590			0.01			3.41
0.01		800,000			0.01			3.64			226,667			0.01			3.64
0.01		1,924,717			0.01			5.87			962,358			0.01			5.87
0.01		500,000			0.01			4.01			166,667			0.01			4.01
0.01		150,000			0.01			6.35			-			-			-
0.01		150,000			0.01			4.37			25,000			0.01			4.37
		14,237,075		$	0.01			6.74			11,371,282		$	0.01			7.29

Non-Controlling Interests

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

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

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

During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 7 – Equity (Continued)

Non-Controlling Interests (continued)

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. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 77.00%, 12.6% and 10.4% respectively (December 31, 2014-74.67%, 13.18% and 12.15%) .

Savicell’s Common Shares

As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Note 8 – 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.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 8 – Income Taxes (Continued)

		For the year ended			For the year ended
		December 31, 2015			December 31, 2014
		$			$
Net loss before taxes		(2,589,234	)		(1,090,100	)
Statutory tax rate		34%			34%
Income tax recovery		(880,340	)		(370,634	)
Non-deductible item		131,208			3,754
Change in estimates		(515,645	)		(1,210,114	)
Change enacted tax rate		20,367			6,947
Foreign tax rate difference		142,616			64,284
Discount on convertible debenture		289,824			-
Change in valuation allowance		811,970			1,505,763
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 the amounts used for tax purposes. Deferred tax assets (liabilities) at December 31, 2015 and 2014 are comprised of the following:

		December 31, 2015			December 31, 2014
		$			$
Loss carry forwards		3,312,236			2,294,077
Convertible debenture		(209,177	)		-
Financial instrument		-			(2,987	)
Valuation allowance		(3,103,059	)		(2,291,089	)
Deferred tax assets		-			-

As at December 31, 2015, the Company's US net operating loss carry forwards total $7,356,417 (2014 - $6,173,246). These losses expire as follow:

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 8 – Income Taxes (continued)

As at December 31, 2015, the Company's Israeli net operating loss carry forwards total $3,244,221 (2014 – $780,693). 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 which the Company can utilize such deferred tax assets.

Note 9 – Commitments and Guarantees

The Company did not become a guarantor to any parties as at December 31, 2015.

	1.	On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its new chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2017 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 Giora Davidovits options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits 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 Eyal Davidovits, its new chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of $111,392 (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, 2017 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 Eyal Davidovits options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors.
	3.	On November 8, 2012, ODT and Savicell signed an employment agreement with Dr. Irit Arbel, its new vice president, research and development, which agreement entailed an effective date of September 1, 2012. In return for acting as its new vice president, research and development officer, the Company will provide Dr. Arbel an annual salary of $105,203 (NIS 408,000) together with other fringe benefits, 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, 2017 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 Irit Arbel options to purchase 2,000,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Dr. Arbel is eligible for subsequent option grants at the discretion of the board of directors.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 9 – Commitments and Guarantees (continued)

4.

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. The monthly lease expense is $3,106 (NIS 12,121). Future minimum lease commitment under the operating lease agreement is approximately $96,286 (NIS 375,751). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $12,814 (NIS 50,000) to secure its payments under the lease agreement.

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

10. 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:

Note 11 – Subsequent Event

	1.	As at January 15, 2016, pursuant to the Savicell conversion and participation rights agreement, an investor of Savicell has elected to exchange 59 shares of Savicell for common shares of the Company. The conversion resulted in an issuance of 626,875 common shares at a price per share of $0.16.
	2.	As at March 18, 2016, pursuant to the Savicell conversion and participation rights agreement, certain investors of Savicell have elected to exchange an aggregate 343 shares of Savicell for common shares of the Company. The conversion resulted in an issuance of 3,647,305 common shares at a price per share of $0.16.

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Online Disruptive Technologies, Inc.
Notes to the Consolidated Financial Statements
December 31, 2015

Note 11 – Subsequent Event (continued)

	3.	On February 15, 2016, the Company granted options to purchase 50,000 shares of its common stock to a new employee, pursuant to an employment agreement. The exercise price of the options is $0.20 per share and may be exercised for seven years. The options vest as to one third on first, second and third anniversaries of the date of grant provided the employee continues to be employed by the Company.
	4.	On March 7, 2016, the Company granted options to purchase 75,000 shares of its common stock to two employees, pursuant to an employment agreement. The exercise price of the options is $0.20 per share and may be exercised for seven years. The options vest as to one third on first, second and third anniversaries of the date of grant provided the employee continues to be employed by the Company.
	5.	In March of 2016, the Company received $50,000 toward the subscription for 250,000 common shares of the Company.

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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, 2015 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, 2015 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, 2016: (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.

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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.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2015 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 directors and executive officers, their ages, positions held, and duration of such are as follows:

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.

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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.

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, Executive Vice President, Research and Development

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.

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.

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.

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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, 2015, 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
	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.

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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, 2015;
	(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, 2015 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, 2015,

who we will collectively refer to as the named executive officers, for the years ended December 31, 2015 and 2014, are set out in the following summary compensation table (in USD):

SUMMARY COMPENSATION TABLE
						Non-
						Equity
						Incentive	Nonqualified	All
						Plan	Deferred	Other
Name and				Stock	Option	Compensa-	Compensatio	Compensatio
Principal		Salary	Bonus	Awards	Awards	tion	n Earnings	n	Total
Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Giora
Davidovits
CEO, CFO,	2015	$250,000	Nil	Nil	Nil	Nil	Nil	Nil	$250,000
President,	2014	$250,000	Nil	Nil	Nil	Nil	Nil	Nil	$250,000
Secretary,
Treasurer
and Director
David Eyal
Davidovits	2015	$111,392	Nil	Nil	Nil	Nil	Nil	Nil	$111,392
VP Business	2014	$121,351	Nil	Nil	Nil	Nil	Nil	Nil	$121,351
Development,
COO, and
Director
Irit Arbel
Executive	2015	$105,203	Nil	Nil	Nil	Nil	Nil	Nil	$105,203
Vice	2014	$114,436	Nil	Nil	Nil	Nil	Nil	Nil	$114,436
President

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:

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	(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 will end on August 31, 2017 unless terminated under the terms of the employment agreement.

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:

	(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 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 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 will end on August 31, 2017 unless terminated under the terms of the employment agreement.

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, 2015:

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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, 2015:

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

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

Security Ownership

The following table sets forth, as of April 13th 2016, 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.

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Management

		Amount and Nature of		Percent
Name and Address of Beneficial Owner	Title of Class	Beneficial Ownership(1)		of Class(2)
Giora Davidovits	Common stock	21,423,333	Direct (3)	20.0%
16 Carter Lane
Andover, MA 01810 USA
David Eyal Davidovits	Common stock	17,470,000	Direct (4)	16.5%
69 Hashomer Street
Zichron, Yaakov, Israel 30900
Irit Arbel	Common stock	8,140,000	Direct (5)	7.7%
6 Hadishon Street
Jerusalem, Israel 96956
Benjamin Cherniak	Common stock	2,700,000	Direct	2.6%
3120 S. Durango Drive, Suite305
Las Vegas, NV 89117 USA
Directors and Executive Officers as a	Common stock	49,733,333		46.80%
Group (4 persons)

Beneficial Holders

		Amount and Nature of		Percent
Name and Address of Beneficial Owner	Title of Class	Beneficial Ownership(1)		of Class(2)
Ori Ackerman	Common	5,856,242	Direct	5.7%
No. 7 Moshav Rakefet	Stock
Doar Na Misgav, 20175
Israel
Dr. Borenstien Ltd.	Common	12,717,000	Direct	12.3%
No. 18 Rienes St.	Stock
Tel Aviv, Israel
Robbie Manis	Common	5,473,334	Direct(6)	5.3%
319 Brooke Ave.	Stock
Toronto, Ontario, M5M2L4

	(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 103,253,354 shares of common stock issued and outstanding as of April 13th 2016. 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 3,750,000 options to purchase shares of common stock exercisable within 60 days.
	(4)	Includes 14,720,000 shares of common stock and 2,750,000 options to purchase shares of common stock exercisable within 60 days.
	(5)	Includes 6,140,000 shares of common stock and 2,000,000 options to purchase shares of common stock exercisable within 60 days.
	(6)	Includes 4,473,334 shares of common stock and 1,000,000 options to purchase shares of common stock exercisable within 60 days.

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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.

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, 2014, 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.

During the year ended December 31, 2015, we incurred consulting fees and salaries of $574,591 payable to our directors and officers and companies controlled by a former director/officer of our company (for the year ended December 31, 2014 - $593,783), only a portion of which was paid in cash with the balance accrued and remaining payable.

During the year ended December 31, 2015, our company incurred consulting fees and salary expense of $574,591 payable to its directors and officers as well as a company controlled by Robbie Manis, a former director/officer of our company (December 31, 2014 - $593,783). As at December 31, 2015, there was no outstanding balance in accounts payable and accrued liabilities that was payable to a company controlled by Robbie Manis, a former director/officer of our company (December 31, 2014 - $160,433) but there was a $16,325 balance payable to current officers or directors of our company (December 31, 2014 - $644,285).

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.

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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, 2015 and 2014:

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.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

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*Filed herewith.

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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 13, 2016

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 13, 2016

/s/ Benjamin Cherniak
Benjamin Cherniak
Director
April 13, 2016

/s/ Eyal Davidovits
Eyal Davidovits
Director
April 13, 2016

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