10-Q

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

FORM 10-Q

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

For the quarterly period ended September 30, 2017

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

For the transition period from _________ to ________

Commission File No. 000-54394

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

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

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

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

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:
As of November 14, 2017, there were 118,163,408 shares of common stock, par value $0.001, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4. CONTROLS AND PROCEDURES.	11
PART II - OTHER INFORMATION	12
ITEM 1. LEGAL PROCEEDINGS	12
ITEM 1A. RISK FACTORS	12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4. MINE SAFETY DISCLOSURES	19
ITEM 5. OTHER INFORMATION	19
ITEM 6. EXHIBITS	19
SIGNATURES	22

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(U.S. DOLLARS)

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

	September 30, 2017		December 31, 2016
	$		$
ASSETS
Current Assets
Cash	112,000		452,376
Prepaid expense	1,839		1,687
VAT Receivable	22,180		28,907
Total Current Assets	136,019		482,970
Restricted cash (Note 8 (4))	22,732		20,857
Fixed Assets (Note 3)	49,554		55,444
Total Assets	208,305		559,271
LIABILITIES
Current Liabilities
Accounts Payable	448,268		61,356
Accrued Liabilities	138,822		115,650
Total Current Liabilities	587,090		177,006
Convertible debentures (Note 6)	960,105		729,475
Total Liabilities	1,547,195		906,481
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      118,163,408 Common Shares (December 31, 2016:      114,180,828 Common Shares)	102,564		98,581
Additional Paid-in Capital	10,220,350		9,409,875
Share Subscription Received	-		158,750
Accumulated Other Comprehensive Loss	(104,461	)	(88,180	)
Deficit	(11,471,088	)	(9,982,269	)
Equity Attributable to Shareholders of the Company	(1,252,635	)	(403,243	)
Non-Controlling Interests	(86,255	)	56,033
Total Equity	(1,338,890	)	(347,210	)
Total Liabilities and Equity	208,305		559,271

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

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

	Three months		Three months		Nine months		Nine months
	ended		ended		ended		ended
	September 30,		September 30,		September		September 30,
	2017		2016		30, 2017		2016
General and Administrative Expenses	$		$		$		$
Accounting Fees	7,500		7,500		22,500		22,500
Audit & Tax Fees	13,532		1,040		57,511		55,600
Bank Fees	69		194		444		436
Consulting Fees	63,367		74,511		250,030		258,455
Filing and Transfer Agent Fees	3,590		1,832		9,066		9,561
Insurance Expense	30,226		1,629		52,968		43,216
Legal Fees	6,392		8,931		25,203		33,933
Marketing Expense	26		-		2,757		-
Office and Miscellaneous Expense	1,355		21,161		23,336		52,437
Payroll Expense	9,126		8,443		26,859		25,329
Rent Expense	647		1,498		2,818		4,190
Research and Development Expense	331,144		355,193		941,024		1,029,074
Travel Expense	7,672		7,283		12,670		13,977
	(474,646	)	(489,215	)	(1,427,186	)	(1,548,708	)
Other Expense
Interest Accretion	(90,448	)	(47,232	)	(230,630	)	(120,751	)
Interest Expense	(697	)	(678	)	(821	)	(806	)
Foreign Currency Gain (Loss)	(6,887	)	11,003		29,562		5,117
Net (Loss) for the period	(572,678	)	(526,122	)	(1,629,075	)	(1,665,148	)
Other Comprehensive Income
Currency translation adjustments	2,665		8,714		(16,281	)	4,787
Comprehensive (Loss) for the period	(570,013	)	(517,408	)	(1,645,356	)	(1,660,361	)
Net (Loss) attributable to:
Common Stockholders	(519,808	)	(469,723	)	(1,488,819	)	(1,456,518	)
Non-Controlling Interests	(52,870	)	(56,399	)	(140,256	)	(208,630	)
	(572,678	)	(526,122	)	(1,629,075	)	(1,665,148	)
Net Comprehensive (Loss) Attributable to:
Common Stockholders	(517,308	)	(462,215	)	(1,503,698	)	(1,452,411	)
Non-Controlling Interests	(52,705	)	(55,193	)	(141,658	)	(207,950	)
	(570,013	)	(517,408	)	(1,645,356	)	(1,660,361	)
Basic and Diluted Net Loss per Common Share	(0.00	)	(0.00	)	(0.02	)	(0.02	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	117,779,821		106,207,916		116,330,478		103,559,255

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

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

	Nine months ended		Nine months
	September 30,		ended September
	2017		30, 2016
Cash flow from Operating Activities	$		$
Net loss for the period	(1,629,075	)	(1,665,148	)
Adjustment for items not involving cash:
Stock-Based Compensation	145,183		236,350
Foreign exchange gain/loss	(29,562	)	(5,118	)
Depreciation – fixed assets	10,569		-
Interest accretion	230,630		120,751
Changes in non-cash working capital items:
Increase in VAT receivable	9,066		(5,486	)
Decrease in prepaid expense	-		1,005
Increase in accounts payable and accrued liabilities	408,134		132,555
Net cash (used in) operating activities	(855,055	)	(1,185,091	)
Cash flow from financing activities
Share subscription received	535,000		625,500
Net cash provided by financing activities	535,000		625,500
Cash flow used in investing activities
Cash utilized in purchase of assets	-		(7,485	)
Net cash used in investing activities	-		(7,485	)
Effects of exchange rate changes on cash and cash equivalents	(20,321	)	(18,475	)
Net (decrease) increase in cash	(340,376	)	(585,551	)
Cash, beginning of period	452,376		1,206,809
Cash, end of period	112,000		621,258
Supplementary Information
Interest Paid	-		-
Income Taxes Paid	-		-

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

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

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 Condensed Interim 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 Condensed Interim 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 negative working capital balance of $451,071 as at September 30, 2017 (December 31, 2016 – positive $305,964) and an accumulated deficit of $11,471,088 (December 31, 2016 – $9,982,269). Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These Condensed Interim 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 condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

a)        Basis of Presentation
These Condensed Interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. These financial statements are condensed and do not include all disclosures required for annual financial statements. Users should read these financial statements in conjunction with those annual consolidated financial statements filed for the year ended December 31, 2016. In the opinion of the Company’s management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company’s consolidated financial position at September 30, 2017, the consolidated results of operations for the nine months ended September 30, 2017 and 2016, and the consolidated cash flows for the nine months ended September 30, 2017 and 2016.

b)        Principles of Consolidation
These Condensed Interim Consolidated Financial Statements include the accounts of the Company and its 86.31% (December 31, 2016 - 86.13%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

c)        Use of Estimates
The preparation of Condensed Interim 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.

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 appropriate in 2017.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

d)        Foreign Currency Translation
As a result of the functional currency change discussed above, a cumulative translation adjustment of $104,461 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.

e)        Cash and Cash Equivalents
Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of September 30, 2017 and December 31, 2016.

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 September 30, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

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 nine months ended September 30, 2017 and 2016 because the inclusion of such underlying shares would have had an anti-dilutive effect.

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

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

As at September 30, 2017, the fair value of cash and cash equivalents was 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.

k)        Research and Development Costs
In the nine months period ended September 30, 2017, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials,

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

k)        Research and Development Costs (continued)
salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Research and Development	$	$	$	$
Expenses
Consulting fees	22,905	22,334	81,095	93,129
Legal fees	9,241	343	31,571	8,481
Office and Miscellaneous		-	17,705	6,313
Expense	7,769
Payroll expense	164,161	214,266	525,275	545,898
R&D materials and supplies	65,384	12,513	107,988	101,197
Rent	5,827	19,794	25,362	37,706
Stock-based compensation	55,791	85,944	145,183	236,350
Insurance	66	-	6,845	-
Total	331,144	355,194	941,024	1,029,074

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

l)        Fixed Assets
Equipment is recorded at cost and are amortized over their estimated useful life of 3-15 years on a straight-line basis. The amortization rates applicable to each category of property and equipment are as follows:

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

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

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 effective interest method.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

o)        Recently Adopted Accounting Pronouncements
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, 2016, 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 has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

p)        Recently Issued Accounting Pronouncements
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

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

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

p)        Recently Issued Accounting Pronouncements (continued)
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company does not expect this guidance to have a material impact on our consolidated financial statements, if any.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

Note 3 – Fixed Assets

As of September 30, 2017, the fixed assets balance on the financial statement consist of the following:

		Furniture and		Computer
Cost:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	3,496	$	26,489	$	44,432	$	74,417
Exchange difference		314		2,381		3,995		6,690
September 30, 2017	$	3,810	$	28,870	$	48,427	$	81,107

		Furniture and		Computer
Amortization:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	404	$	10,645	$	7,924	$	18,974
Additions		310		5,938		4,321		10,569
Exchange difference		51		1067		892		2,278
September 30, 2017	$	766	$	17,651	$	13,136	$	31,553

		Furniture and		Computer
Net Book Value:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	3,092	$	15,844	$	36,508	$	55,444
September 30, 2017	$	3,044	$	11,219	$	35,291	$	49,554

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 4 – License and Research Funding Agreement

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

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

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

• $81,000 within 5 business days of the R&D Agreement (paid)
• Before October 2012; $359,500 plus VAT as applicable (paid)
• Before January 3, 2013; $359,500 plus VAT as applicable (paid)
• Before April 3, 2013; $400,000 plus VAT as applicable (paid)
• 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, Savicell’s entire financing commitment has been met and no more expenditures are mandated by the R&D Agreement on behalf of Ramot. Savicell is continuing the clinical research within its own laboratory situated in Haifa, Israel.

In addition, on July 24, 2012, 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 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 per share) and the related common shares are considered to be issued and outstanding.

Upon successful development and commercialization of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 4 – License and Research Funding Agreement (continued)

During the nine months ended September 30, 2017, Savicell incurred research and development costs of $941,024 (September 2016 -$1,029,074) which were included in the consolidated statements of operations and comprehensive loss.

Note 5 – Related Party Transactions

The Company completed the following related party transactions:

During the nine months ended September 30, 2017, the Company incurred consulting fees and salaries of $361,202 (for the nine months ended September 30, 2016 - $377,499) payable to its directors and officers. The Company incurred consulting fees payable to a company controlled by a former director/officer of $81,000 (for the nine months ended September 30, 2016 - $81,000).

As at September 30, 2017, included in accounts payable and accrued liabilities are amounts of $73,286 (December 31, 2016 – $6,300) that was payable to a company controlled by a former director/officer of the Company and $314,559 (December 31, 2016 – $34,967) that was payable to current officers or directors of the Company

Note 6 – Convertible Debentures

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

On December 31, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $188,085 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven year term.

On December 31, 2016, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $172,895 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven-year term.

The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible loan issued on April 15, 2015 does contain beneficial conversion features. The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 77%. Total debt discount amortization during the nine months ended September 30, 2017 was $230,630. (September 30, 2016 – $120,752)

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 6 – Convertible Debentures (continued)

		December 31, 2016	Additions	September 30, 2017
Giora Davidovits	$	510,416	-	510,416
Eyal Davidovits		243,825	-	243,825
Irit Arbel		225,822	-	225,822
Robbie Manis		233,334	-	233,334
Total	$	1,213,397	-	1,213,397

		December 31, 2016		Additions	September 30, 2017
Convertible debentures	$	1,213,397		-	1,213,397
Convertible discount		(852,418	)	-	(852,418	)
Net convertible debentures		360,979		-	360,979
Interest accretion		368,496		230,630	599,126
Balance	$	729,475		230,630	960,105

Note 7 –Equity

Common shares

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

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.

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.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Common shares (continued)

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.

As at January 31, 2016, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,756,619 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 $281,059.

On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 2,198,819 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 $351,811.

On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,742 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 $50,999.

On April 18, 2016, the Company issued 625,000 common shares at $0.20 per share for total proceeds of $125,000.

On April 21, 2016, two shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 824,992 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 $131,999.

On April 22, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,749 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 $50,999.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Common shares (continued)

On June 6, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,115,625 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 $178,500.

On June 14, 2016, the Company issued 2,500,000 common shares at $0.20 per share for total proceeds of $500,000.

On July 5, 2016, stock options previously granted by the Company were exercised resulting in the issuance of 50,000 common shares at $0.01 per share for total proceeds of $500.

On July 7, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 839,375 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 $134,300.

On September 1, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 4,653,732 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 $744,597.

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

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

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

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

On September 25, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500.

As at September 30, 2017, the Company has 118,163,408 common shares issued and outstanding.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Warrants

A summary of warrants as at December 31, 2016 and September 30, 2017 is as follows:

			Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-	$	-
Issued	1,693,750		0.20
Balance, September 30, 2017	1,693,750	$	0.20

Number	Exercise	Expiry	Remaining
Outstanding	Price	Date	Life
1,693,750	$0.20	April 3, 2019	1.51

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 and may be exercised for five years. 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. As of September 30, 2017, the Company has fully recorded the stock based compensation for such options. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $4,630 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 and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years 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 nine months ended September 30, 2017, the Company recorded stock based compensation of $3,648 (2016: $28,419) for such options.

On November 11, 2013, the Company granted a total of 1,924,717 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for seven years. 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. As of December 31, 2016, the Company has fully recorded the stock based compensation for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Stock Options (continued)

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 and may be exercised for five years. 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. As of December 31, 2016, the Company has fully recorded the stock based compensation 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 and may be exercised for seven years. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. As of June 30, 2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, 2017, 150,000 of these options were exercised at $0.01 per share for total proceeds of $1,500. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $47 (2016: $174) for such options.

On August 4, 2015 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six years. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. On April 20, 2017, the Company amended this option agreement resulting in the immediate vesting of any remainder unvested options upon termination of employment. In addition, the expiration date of these options were revised to be three years from the date of termination. These options became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. As of September 30, 2017, the Company has fully recorded the stock based compensation for such options. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $7,843 (2016: $7,397) for such options.

In August 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $37,777 (2016: $98,785) for such options.

On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 option has expired. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $,5,238 (2016: $12,952) for such options.

On November 22, 2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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 the nine months ended September 30, 2017, the Company recorded stock based compensation of $1,603 (2016: $3,114) for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Stock Options (continued)

On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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 the nine months ended September 30, 2017, the Company recorded stock based compensation of $4,047 (2016: $7,958) for such options.

On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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 the nine months ended September 30, 2017, the Company recorded stock based compensation of $3,328 (2016: $7,047) for such options.

On February 15, 2016 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $1,350 (2016: $2,062) for such options.

On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $2,207 (2016: $2,966) for such options.

On May 5, 2016 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017 the Company recorded stock based compensation of $6,765 (2016: $3,485) for such options.

On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $18,186 (2016: $23,746) for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Stock Options (continued)

On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $19,236 (2016: $29,946) for such options.

On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely May 31, 2018, May 31, 2019 and May 31, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $20,192 for such options.

On July 2, 2017, the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on the date of grant, namely July 2, 2018, July 2, 2019 and July 2, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $1,801 for such options.

On July 12, 2017, the Company granted a total of 260,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. 50,000 options vested on grant date. Of the remaining 210,000, one third of the options will vest on each of July 12, 2018, July 12, 2019 and July 12, 2020 provided the consultant remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $13,520 for such options.

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

	2017	2016
Expected life – year	0.9-8.8	3-10
Interest rate	1.01 – 2.31%	0.73-2.45%
Volatility	66.75-99.04%	65.99-99.04%
Dividend yield	--%	--%
Forfeiture rate	--%	--%

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Stock Options (continued)

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2014	14,237,075		$	0.01
Exercised, on June 23, 2015	(481,179	)		0.01
Exercised, on June 25, 2015	(100,000	)		0.01
Granted, on August 4, 2015	150,000			0.20	April 23, 2020
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, on November 22, 2015	50,000			0.20	November 22, 2022
Granted, on December 1, 2015	125,000			0.20	December 1, 2022
Granted, on December 6, 2015	100,000			0.20	December 6, 2022
Balance, December 31, 2015	15,960,896		$	0.04
Granted, on February 15, 2016	50,000			0.20	February 15, 2023
Granted, on March 7, 2016	75,000			0.20	March 7, 2023
Granted, on May 5, 2016	150,000			0.20	May 5, 2026
Granted, on June 6, 2016	800,000			0.20	June 6, 2021
Exercised, on July 7, 2016	(50,000	)		0.01
Granted, on November 1, 2016	360,000			0.20	October 31, 2023
Balance, December 31, 2016	17,345,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12th, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.0	September 25, 2017
Balance, September 30, 2017
	18,405,896		$	0.06

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Stock Options (continued)

		Outstanding September 30, 2017				Exercisable as at September 30, 2017
					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	4.92	9,750,000	$	0.01	4.92
	0.01	481,179		0.01	0.66	481,180		0.01	0.66
	0.01	800,000		0.01	0.89	800,000		0.01	0.89
	0.01	1,924,717		0.01	3.12	1,924,717		0.01	3.12
	0.01	500,000		0.01	1.25	500,000		0.01	1.25
	0.20	150,000		0.20	2.56	150,000		0.20	2.56
	0.20	120,000		0.20	4.90	80,000		0.20	4.90
	0.20	1,610,000		0.20	4.87	1,073,334		0.20	4.87
	0.20	75,000		0.20	4.92	75,000		0.20	4.92
	0.20	50,000		0.20	5.15	33,334		0.20	5.15
	0.20	125,000		0.20	5.17	83,334		0.20	5.17
	0.20	100,000		0.20	5.19	66,666		0.20	5.19
	0.20	50,000		0.20	5.38	16,667		0.20	5.38
	0.20	75,000		0.20	5.44	25,000		0.20	5.44
	0.20	150,000		0.20	8.60	70,000		0.20	8.60
	0.20	800,000		0.20	3.68	226,667		0.20	3.68
	0.20	360,000		0.20	6.09	360,000		0.20	6.09
	0.20	875,000		0.20	6.67	-		-	6.67
	0.20	150,000		0.20	2.76	-		-	2.76
	0.20	260,000		0.20	2.78	50,000			2.78
		18,405,896	$	0.06	4.36	15,765,898	$	0.04	4.24

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Stock Options (continued)

		Outstanding as at December 31, 2016				Exercisable as at December 31, 2016
					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	5.67	9,750,000	$	0.01	5.67
	0.01	481,179		0.01	1.41	240,589		0.01	1.41
	0.01	800,000		0.01	1.64	680,001		0.01	1.64
	0.01	1,924,717		0.01	3.87	1,924,717		0.01	3.87
	0.01	500,000		0.01	2.00	500,000		0.01	2.00
	0.01	150,000		0.01	4.34	100,000		0.01	4.34
	0.20	150,000		0.20	4.34	50,000		0.20	4.34
	0.20	120,000		0.20	5.65	40,000		0.20	5.65
	0.20	1,610,000		0.20	5.60	536,667		0.20	5.60
	0.20	150,000		0.20	5.67	100,000		0.20	5.67
	0.20	50,000		0.20	5.90	16,667		0.20	5.90
	0.20	125,000		0.20	5.92	41,667		0.20	5.92
	0.20	100,000		0.20	5.93	33,333		0.20	5.93
	0.20	50,000		0.20	6.13	-		-	-
	0.20	75,000		0.20	6.18	-		-	-
	0.20	150,000		0.20	9.35	30,000		0.20	9.35
	0.20	800,000		0.20	4.43	26,667		0.20	4.43
	0.20	360,000		0.20	6.84	180,000		0.20	6.84
		17,345,896	$	0.05	5.03	14,250,308	$	0.02	5.04

Non-Controlling Interests

The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non-related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing.

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

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

Non-Controlling Interests

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

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

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

During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.13%, 11.72% and 2.15%, respectively (December 31, 2015-77%, 12.6% and 10.4%) . As a result, ODT’s shareholding increased, which increased the additional paid-in capital during the year.

During the period ended September 30, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at September 30, 2017, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.31%, 11.72% and 1.97%, respectively (December 31, 2016 -86.13%, 11.72% and 2.15%) .

Savicell’s Common Shares

	Number			Amount
	of Shares
Balance, December 31, 2013	13,209		$	2,454,192
Issued for cash pursuant to share subscriptions	183			310,977
Balance, December 31, 2014	13,392			2,765,169
Issued for cash pursuant to share subscriptions	730			1,241,171
Shares issued to settle inter-company debts	203			345,198
Share subscription receivable	(313	)		(532,084	)
Balance, December 31, 2015	14,012		$	3,819,454
Shares issued to settle inter-company debt	1,051			1,786,656
Balance, September 30, 2017 and December 31, 2016	15,063		$	5,606,110

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 7 –Equity (Continued)

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 per share) and the related common shares are considered to be issued and outstanding.

Note 8 – Commitments and Guarantees

The Company did not become a guarantor to any parties as at September 30, 2017.

1.	On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide 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 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 $112,324 (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 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 $106,084 (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.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

September 30, 2017

(Unaudited)

Note 8 – 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 $3,152 (NIS 12,121). Future minimum lease commitment under the operating lease agreement is approximately $59,888 (NIS 339,388). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $13,254 (NIS 50,000) to secure its payments under the lease agreement.

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

		Consulting fee and
Year		Salaries		Office rent		Total
2017	$	312,272	$	37,824	$	350,096
2018		-		22,064		22,064
Total	$	312,272	$	59,888	$	372,160

Note 9 – Geographic Information

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

Period ended September 30, 2017		US		Israel		Total
Long-lived assets	$	-	$	49,554	$	49,554

Year ended December 31, 2016		US		Israel		Total
Long-lived assets	$	-	$	55,444	$	55,444

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

Forward Looking Statements

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

• our anticipation that future broad clinical trial studies encompassing larger populations of cancer patients with varying cancers should reveal the full potential of the existing developed strategy;
• our beliefs regarding the future of our competitors;
• our belief that there is a large unmet need in cancer diagnostics exists in early diagnosis; accurate diagnosis;
• our belief that there is a need in this segment for an easier blood-based test that will increase compliance and minimize discomfort;
• our expectation that the demand for our products will eventually increase;
• our expectation that we will be able to raise capital when we need it; and
• our expectation that there is a new market for screening tests.

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

• general economic and business conditions;
• our ability to identify attractive products and negotiate their acquisition or licensing;
• volatility in prices for our products;
• risks inherent in the pharmaceutical industry;
• competition for, among other things, capital, pharmaceutical products and skilled personnel; and
• other factors discussed under the section entitled “Risk Factors”.

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

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

Corporate Overview

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

3

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

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

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

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

Our Current Business

Savicell

The Savicell™ platform is a blood test designed for the early detection of disease. It is a broad platform with applications for cancer, autoimmune diseases, and infectious diseases. While our focus initially is on early diagnosis of disease, we believe our technology may have additional applications in drug response monitoring for therapies that impact immune response. Immunotherapy, both for treating cancer and autoimmune diseases, is an example where metabolic shift profiles could indicate response to drug treatment.

Initially, Savicell is focused on the multibillion-dollar cancer diagnosis market. Savicell deploys Well-Shield™ technology, a Liquid ImmunoBiopsy™ diagnostic platform. In contrast to existing technologies that evaluate secretions of cancer cells, Well-Shield’s ImmunoBiopsy platform receives data directly from the immune system. Importantly, Well-Shield is different in that it is a functional test measuring the metabolic activation profile of the immune system as an indicator of disease status. As an immune system test, it is inherently suited for early detection.

The technology has now received intellectual property protection with a patent approved in the United States, China, Japan and Europe. Furthermore, the patent process is ongoing in several other countries.

Disease intrusion and cell malformation, including cancer, are first detected by the immune system, which energizes to rid the body of the malignancy. The initial immune response to disease is intricate, deploying different metabolic pathways and subtypes of cells. The Well-Shield^TM technology is designed to detect and interpret these differential metabolic responses.

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

The need for early diagnosis

4

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

While surgical biopsies are the norm, they are invasive and expensive. The need for simpler and more efficient processes for cancer detection has incentivized some 38 companies in the United States to work on creating liquid biopsies. In a 2015 report, investment bank Piper Jaffray valued the potential market for liquid biopsies at $29 billion in the United States alone.

Using technologies based on circulating tumor cells, exosomes, and circulating tumor nucleic acids, liquid biopsy companies are making progress in developing products that have advantages versus current technologies. However, it appears more likely that these types of liquid biopsy technologies best support late stage cancers, with technical challenges remaining for early-stage cancers and early cancer screening.

In contrast, the Well-Shield patented ImmunoBiopsy platform is unique in the Liquid Biopsy market. And we believe that as an immune system functional test it is inherently better suited for early detection.

Product focus

Savicell conducted clinical work for tests specific to breast and lung cancers in multiple medical centers. We had encouraging early reviews of our breast cancer and lung cancer analyses albeit on relatively small sample sizes. Specifically, we distinguished between breast cancer patients and healthy donors, and lung cancer patients and healthy donors, with high sensitivity and specificity of greater than 95% in both cancers. In addition, we were able to show that there is a metabolic profile difference between other breast disease donors and breast cancer donors and between COPD (chronic obstructive pulmonary disease) donors and lung cancer donors.

5

Based on this early potential, Savicell has decided to focus our resources on lung cancer as our lead product. We are working to increase the population size of the lung cancer clinical test and continue to fine-tune a predictive algorithm to identify lung cancer. Early results of this effort generated promising cross-validation of 72 donors from our clinical study. This cohort includes 36 diseased donors, together with a control group of 36 age- and sex-matched healthy donors. In practice this means that every lung cancer (patient) donor in the cohort was matched with a healthy donor of the same gender and similar age. This practice helps us control for sampling biases.

Table 1 - Cross-validation (CV)

CV:	LOO (95% CI)	20F (95% CI)
Sensitivity	92.9% (89.1% - 96.6%)	85.7% (80.6% - 90.8%
Specificity	76.7% (70.6% - 82.8%)	72.6% (66.1% - 79.1%)
Positive predictive value	75.4% (69.1% - 81.6%)	70.6% (64.0% - 77.2%)
Negative predictive value	93.3% (89.7% - 96.9%)	86.9% (82.0% - 91.8%)
Accuracy	83.7% (78.4% - 89.1%)	78.3% (72.3% - 84.3%)

	Count	Age	M/F
Healthy	73	59.6 +/- 8.9	46/27
Lung-Cancer	56	66.5 +/- 10.3	33/23
Total	129	62.6 +/- 10.1	79/50

Cross-validation (CV) – we let the algorithm train on a large subset of labeled donors and then let it make a prediction on a small subset of unlabeled donors that were not in the training set. This process is repeated several times until every donor in the cohort is given a prediction.

We use several types of cross- validation: LOO – Leave one out – one donor is left out of the training set each iteration (total of n iterations), 20F – Stratified 20-fold CV – the cohort is split into 20 semi-equal-sized subsets; each subset containing both sick and healthy donors, is left out once (total of 20 iterations). In addition, we run the algorithm once without cross-validation, meaning that the entire cohort is used for training and prediction.

Lung cancer

American Cancer Society estimates there will be 222,500 new cases of lung cancer in the USA in 2017, representing 13.6% of all cancer diagnoses. Worldwide, there were an estimated 1.8 million new cases of lung cancer in 2012, accounting for 12.9% of all cancers. Lung cancer is the leading cancer killer in both men and women in the USA and worldwide. (7) (8)

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

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

6

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

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

Broader Screening

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

Indeterminate Nodules

A total of 96.4% of the positive screening results (NLST) in the low- dose CT group and 94.5% in the radiography group were false positive results. The estimated number of pulmonary nodules in the USA ranges from 2 million to 4.9 million annually (1)(2)(3). Using an estimate of 3 million annual pulmonary nodules, and a false positive rate of 96.4% for LDCT and 94% for x-ray, would generate up to 2.8 million false positive cases a year. In addition, 25% of all LDCTs are indeterminate, and require additional follow-up procedures. A full implementation of LDCT screening in the USA will identify 2.5 million indeterminate nodules and is expected to further increase the number of false positive cases.

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

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

Lung cancer strategy

In the longer term, we plan to develop a screening test for lung cancer. However, our initial goal is to provide an additional tool for clinicians, designed to assist in the diagnosis of indeterminate nodules identified by imaging. The Well-Shield test is intended to help a clinician decide on invasive and/or non-invasive follow- up. It could help reduce the majority of the false positive results and reduce the number of unnecessary invasive procedures by more than 200,000 annually in the US (5)(6). As a result, Well-Shield’s test could drive $3.6 billion in annual cost savings in the USA alone.

Sources Quoted

(1) Luba Frank and Leslie E. Quint Chest CT incidentalomas: thyroid lesions, enlarged mediastinal lymph nodes, and lung nodules Cancer Imaging. 2012; 12(1): 41–48

7

(2) MacMahon H, Austin JH, Gamsu G, et al. Guidelines for management of small pulmonary nodules detected on CT scans: a statement from the Fleischner Society. Radiology. 2005;237:395–400. doi:10.1148/radiol. 2372041887. [PubMed]

(3)Michael K. Gould et al. Recent Trends in the Identification of Incidental Pulmonary Nodules. Am J Respir Crit Care Med Vol 192, Iss 10, pp 1208–1214, Nov 15, 2015

(4) Apichat Tantraworasin et al. ISRN Surgery Volume 2013, Article ID 175304, 7 pages

(5)Moving Beyond the National Lung Screening Trial: Discussing Strategies for Implementation of Lung Cancer Screening Programs Bernando H.L. Goulard, The Oncologist. 2013 Aug; 18(8): 941–946

(6) Assume 10 million patients screened and sensitivity and specificity of 92% and 75% respectively. Well-Shield may have higher or lower sensitivity and specificity.

(7) Cancer Facts & Figures 2015.

(8) World Cancer Report 2014.

Results of Operations

Revenues

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

Expenses

For the three and nine months ended September 30, 2017 and 2016, we incurred the following general and administrative expenses:

	Three months ended		Three months ended		Nine months ended		Nine months ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
	$		$		$		$
General and Administrative Expenses
Accounting Fees	7,500		7,500		22,500		22,500
Audit & Tax Fees	13,532		1,040		57,511		55,600
Bank Fees	69		194		444		436
Consulting Fees	63,367		74,511		250,030		258,455
Filing and Transfer Agent Fees	3,590		1,832		9,066		9,561
Insurance Expense	30,226		1,629		52,968		43,216
Legal Fees	6,392		8,931		25,203		33,933
Marketing Expense	26		-		2,757		-
Office and Miscellaneous Expense	1,355		21,161		23,336		52,437
Payroll Expense	9,126		8,443		26,859		25,329
Rent Expense	647		1,498		2,818		4,190
Research and Development Expense	331,144		355,193		941,024		1,029,074
Travel Expense	7,672		7,283		12,670		13,977
	(474,646	)	(489,215	)	(1,427,186	)	(1,548,708	)

Three-Month Period Ended September 30, 2017

Our expenses decreased by approximately 3.0% during the three months ended September 30, 2017 compared to the same period in 2016. This decrease resulted primarily from (a) a reduction in consulting expenses and research and development expenses that related to a slight decrease in the overall dedication of human resources; (b) a reduction in office and miscellaneous expenses as efforts were made to reduce the incurrence of non-core expenses; and (c) mitigation of the expense reductions due to (i) an increase in insurance expense which related to the timing of recognition of the renewal of our directors and officers insurance policy; and (ii) an increase in the audit and tax fees related to the timing of recognition of such expenses versus the timing reflected in the 2016 fiscal year.

8

Nine Month Period Ended September 30, 2017

Our expenses decreased by approximately 7.9% during the nine months ended September 30, 2017 compared to the same period in 2016. This decrease resulted primarily from (a) a reduction in consulting expenses and research and development expenses that related to a slight decrease in the overall dedication of human resources; (b) a reduction in legal fees due to a slower pace of equity financings that typically require the services of legal professionals to implement such transactions; (c) a reduction in office and miscellaneous expenses as efforts were made to reduce the incurrence of non-core expenses; and (c) mitigation of the expense reductions due to (i) an increase in insurance expense due to the rising cost of insurance premiums in recent years; and (ii) the incurrence of modest marketing expenses in 2017 that did not apply to 2016.

Liquidity And Capital Resources

Working Capital

	September 30, 2017 $	December 31, 2016 $
Total Current Assets	136,019	482,970
Total Current Liabilities	587,090	177,006
Working Capital (Deficiency)	(451,071)	305,964

While our operations consumed less cash in the first nine months of 2017 as compared to the corresponding nine month period in 2016, on a collective basis between our company and Savicell, we raised fewer dollars of new equity capital. Moreover, the payment of current compensation to our management and consultants was curtailed during the first nine months of 2017 in order to preserve cash. As a result, the current liabilities reflect a significant increase in the overall payables owing to this group who essentially provided financing to the company. To further assist in the preservation of cash, no funds have been expended in the acquisition of capital assets in the first nine months of 2017.

Given that we have a monthly expenditure budget of approximately $100,000 assuming that current compensation is, in fact, paid to management and consultants, there is a need to raise additional financing in the short term as current cash balances are not sufficient to sustain our operations. Efforts are ongoing to secure additional equity financing and we are hopeful to realize such transactions imminently.

Recent Financings

On April 3, 2017, we sold an aggregate of 1,693,750 units of our company at a price of $0.20 per unit for gross proceeds of $338,750. The total proceeds had been received as at March 31, 2017. Each unit comprises one share and one warrant to purchase a further share at a price of $0.20. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until April 3, 2019.

On April 3, 2017, pursuant to the Savicell conversion and participation rights agreement, one investor of Savicell have elected to exchange 27 shares of Savicell for common shares of the Company. The conversion resulted in an issuance of 288,830 common shares at a price per share of $0.16.

On May 4, 2017, we sold an aggregate of 1,250,000 common shares of our company at a price of $0.20 per share for gross proceeds of $250,000.

On August 3, 2017 we sold an aggregate of 600,000 common shares of our company at a price of $0.20 per share for gross proceeds of $120,000.

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Cash Flows

	Three months ended		Three months ended
	September 30, 2017		September 30, 2016
	$		$
Net Cash (Used in) Operating Activities	(855,055	)	(1,185,091	)
Net Cash Provided by Financing Activities	535,000		625,500
Net Cash (Used in) Investing Activities	-		(7,485	)

Cash (Used in) Operating Activities

The decrease in cash used in operating activities compared to the same period last year is due primarily to reductions in research and development expenses, office and miscellaneous expense as well as legal, audit and tax fees and insurance expenses. Efforts have been made to reduce the incurrence of non-core expenditures in order to preserve existing cash balances.

Cash Provided by Financing Activities

The decrease in cash provided by financing activities compared to the same period last year results from fewer equity financings completed by ourselves and Savicell during the first nine months of 2017 compared to the corresponding period of 2016.

Cash Used in Investing Activities

There was no cash used in or provided by investing activities during the first nine months of 2017.

Plan of Operation

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

Our primary objectives for the next twelve month period are to further develop the Technology and to advance the Technology and the related clinical testing. The pace at which we will advance the development of the Technology will depend, in part, on the quantum of additional financing that we are able to raise within the first nine months of 2017. Once such amount becomes known, we will be in a position to estimate the overall expenditure profile for the ensuing 12 months.

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

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at September 30, 2017, our company has accumulated deficit of $11,471,088 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next 12 months.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted in their report on the financial statements for the year ended December 31, 2016, 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.

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

Future Financings

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

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

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

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

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017. This evaluation was implemented under the supervision and with the participation of our Chief Executive Officer.

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Based on this evaluation, management concluded that, as of September 30, 2017, our disclosure controls and procedures are not effective. The ineffectiveness of our disclosure controls and procedures was due to the existence of material weaknesses identified in our annual report on Form 10-K filed with the SEC on March 31, 2017 and amended and filed with the SEC on April 3, 2017. As we continue to grow we are adding additional personnel in key positions, including accounting, that will enable us to improve our overall control procedures.

Changes in Internal Control over Financial Reporting

During fiscal quarter ended September 30, 2017, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

ITEM 1A. RISK FACTORS

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

Risks Related to our Company

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

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

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

We have not generated any revenue from operations since our incorporation. We expect that our operating expenses will increase over the next 12 months as we continue to ramp-up the scope of our business operations and work toward the commercialization of the Technology. We estimate our average monthly expenses over the next 12 months to be approximately $100,000 ($1,200,000 for the ensuing year), which includes the sum of (a) ongoing research and development expenses; (b) general and administrative expenses; and (c) capital asset acquisitions in furtherance of our product development initiatives. On September 30, 2017, we had cash and cash equivalents of $112,000. As of September 30, 2017, we had total current liabilities of $587,090. Accordingly, we currently have negative working capital of $451,071 with a significant portion of the current liabilities representing salary and consulting fees owing to management and consultants which have been forestalled. If we are unable to meet our financial obligations, we could be forced to restructure or refinance, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms.

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

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

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

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

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

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

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

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

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

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

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Risks Relating to our Operations in Israel

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

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

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

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

Risks Relating to the Pharmaceutical Business

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

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

• there are still major developmental steps required to bring the product to a clinical testing stage;
• clinical testing may not be positive;
• developing, testing and manufacturing products in compliance with regulatory standards in a timely manner;
• failure to receive requisite regulatory approvals for such products in a timely manner or at all;
• developing and commercializing a new product is time consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products;
• incomplete, unconvincing or equivocal clinical trials data;
• experiencing delays or unanticipated costs;
• significant and unpredictable changes in the payer landscape, coverage and reimbursement for our products;
• experiencing delays as a result of limited resources at regulatory agencies; and
• changing review and approval policies and standards at regulatory agencies.

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

Our expenditures may not result in commercially successful products.

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

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

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

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

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

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

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

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

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

The diagnostic industry is highly competitive.

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

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

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

• issue warning letters or untitled letters;
• require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;
• impose other civil or criminal penalties;
• suspend regulatory approval;
• suspend any ongoing clinical trials;

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• refuse to approve pending applications or supplements to approved applications filed by us;
• impose restrictions on operations, including costly new manufacturing requirements; or
• seize or detain products or require a product recall.

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

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

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

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

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

• Certain of our competitors in the field have already received regulatory approvals for and have begun marketing similar products, which may result in greater physician awareness of their products as compared to ours;
• Information from our competitors or the academic community indicating that current products or new products are more effective than our products could, if and when it is generated, impede our market penetration or decrease our existing market share;
• The price for our products, as well as pricing decisions by our competitors, may have an effect on our revenues; and
• Our revenues may diminish if third-party payers, including private health coverage insurers and health maintenance organizations, do not provide adequate coverage or reimbursement for our products.

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

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

• efficacy or safety concerns with the products, even if not justified;
• regulatory proceedings subjecting the products to potential recall;
• publicity affecting doctor prescription or patient use of the product;
• pressure from competitive products; or
• introduction of more effective tests.

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

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Risks Relating to our Common Stock

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

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

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

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

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

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

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

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

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

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

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

On August 3, 2017, we issued an aggregate of 600,000 common shares of our company to two investors at a price of $0.20 per share for aggregate gross proceeds of $120,000. Neither of these investors was a U.S. person and these transactions took place outside of the United States. In issuing these shares we relied on the registration exemption provided in Rule 903 of Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

On September 25, 2017 a former employee exercised 150,000 options and we issued an aggregate of 150,000 common shares of our company at a price of $0.01 per share for total consideration of $1,500. This former employee was not a U.S. person and this transaction took place outside of the United States. In issuing these securities we relied on the registration exemption provided in Rule 903 of Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

19

ITEM 6. EXHIBITS

Exhibit Number	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	License and Research Funding Agreement dated July 25, 2012 between Ramot at Tel Aviv University Ltd. and Savicell Diagnostic Ltd. (portions of the exhibit has been omitted pursuant to a request for confidential treatment) (incorporated by reference to an exhibit to a current report on Form 8-K filed July 16, 2013)
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
3.2	Bylaws (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
(10)	Material Contracts
10.7	Employment Agreement with Giora Davidovits dated September 1, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed September 19, 2012)
10.8	Form of Conversion and Participation Rights Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 1, 2012)
10.9	Employment Agreement with Eyal Davidovits dated October 30, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed November 5, 2012)

20

Exhibit Number	Description
(21)	Subsidiaries
21.1	Savicell Diagnostic Ltd. our approximately 86.31% subsidiary incorporated in Israel on April 23, 2012
21.2	Savicell Ltd.
(33)	Certification
31.1*	Section 302 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Giora Davidovits
(101)	XBRL
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filed herewith.

21

SIGNATURES

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

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

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

November 17, 2017

22

EX-31.1

Exhibit 31.1

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

I, Giora Davidovits, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Online Disruptive Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 17, 2017

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

EX-32.1

Exhibit 32.1

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

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

(1)	the quarterly report on Form 10-Q of Online Disruptive Technologies, Inc. for the interim period ended September 30, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Online Disruptive Technologies, Inc.

Dated: November 17, 2017

/s/ Giora Davidovits

Giora Davidovits, Chief Executive Officer,

Chief Financial Officer, President, Secretary and Treasurer

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

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

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Trading Symbol	odt
Entity Registrant Name	ONLINE DISRUPTIVE TECHNOLOGIES, INC.
Entity Central Index Key	0001498380
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		118,163,408
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 112,000	$ 452,376
Prepaid expense	1,839	1,687
VAT Receivable	22,180	28,907
Total Current Assets	136,019	482,970
Restricted cash	22,732	20,857
Fixed Assets	49,554	55,444
Total Assets	208,305	559,271
Current Liabilities
Accounts Payable	448,268	61,356
Accrued Liabilities	138,822	115,650
Total Current Liabilities	587,090	177,006
Convertible debentures	960,105	729,475
Total Liabilities	1,547,195	906,481
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 118,163,408 Common Shares (December 31, 2016: 114,180,828 Common Shares)	102,564	98,581
Additional Paid-in Capital	10,220,350	9,409,875
Share Subscription Received	0	158,750
Accumulated Other Comprehensive Loss	(104,461)	(88,180)
Deficit	(11,471,088)	(9,982,269)
Equity Attributable to Shareholders of the Company	(1,252,635)	(403,243)
Non-Controlling Interests	(86,255)	56,033
Total Equity	(1,338,890)	(347,210)
Total Liabilities and Equity	$ 208,305	$ 559,271

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	118,163,408	114,180,828
Common Stock, Shares, Outstanding	118,163,408	114,180,828

XML

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
General and Administrative Expenses
Accounting Fees	$ 7,500	$ 7,500	$ 22,500	$ 22,500
Audit & Tax Fees	13,532	1,040	57,511	55,600
Bank Fees	69	194	444	436
Consulting Fees	63,367	74,511	250,030	258,455
Filing and Transfer Agent Fees	3,590	1,832	9,066	9,561
Insurance Expense	30,226	1,629	52,968	43,216
Legal Fees	6,392	8,931	25,203	33,933
Marketing Expense	26	0	2,757	0
Office and Miscellaneous Expense	1,355	21,161	23,336	52,437
Payroll Expense	9,126	8,443	26,859	25,329
Rent Expense	647	1,498	2,818	4,190
Research and Development Expense	331,144	355,193	941,024	1,029,074
Travel Expense	7,672	7,283	12,670	13,977
Total General and Administrative Expenses	(474,646)	(489,215)	(1,427,186)	(1,548,708)
Other Expense
Interest Accretion	(90,448)	(47,232)	(230,630)	(120,751)
Interest Expense	(697)	(678)	(821)	(806)
Foreign Currency Gain (Loss)	(6,887)	11,003	29,562	5,117
Net (Loss) for the period	(572,678)	(526,122)	(1,629,075)	(1,665,148)
Other Comprehensive Income
Currency translation adjustments	2,665	8,714	(16,281)	4,787
Comprehensive (Loss) for the period	(570,013)	(517,408)	(1,645,356)	(1,660,361)
Net (Loss) attributable to:
Common Stockholders	(519,808)	(469,723)	(1,488,819)	(1,456,518)
Non-Controlling Interests	(52,870)	(56,399)	(140,256)	(208,630)
Net loss for the period	(572,678)	(526,122)	(1,629,075)	(1,665,148)
Net Comprehensive (Loss) Attributable to:
Common Stockholders	(517,308)	(462,215)	(1,503,698)	(1,452,411)
Non-Controlling Interests	(52,705)	(55,193)	(141,658)	(207,950)
Comprehensive Income (Loss) for the period	$ (570,013)	$ (517,408)	$ (1,645,356)	$ (1,660,361)
Basic and Diluted Net Loss per Common Share	$ 0.00	$ 0.00	$ (0.02)	$ (0.02)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	117,779,821	106,207,916	116,330,478	103,559,255

XML

Condensed Interim Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flow from Operating Activities
Net loss for the period	$ (1,629,075)	$ (1,665,148)
Adjustment for items not involving cash:
Stock-Based Compensation	145,183	236,350
Foreign exchange gain/loss	(29,562)	(5,118)
Depreciation - fixed assets	10,569	0
Interest accretion	230,630	120,751
Changes in non-cash working capital items:
Increase in VAT receivable	9,066	(5,486)
Decrease in prepaid expense	0	1,005
Increase in accounts payable and accrued liabilities	408,134	132,555
Net cash (used in) operating activities	(855,055)	(1,185,091)
Cash flow from financing activities
Share subscription received	535,000	625,500
Net cash provided by financing activities	535,000	625,500
Cash flow used in investing activities
Cash utilized in purchase of assets	0	(7,485)
Net cash used in investing activities	0	(7,485)
Effects of exchange rate changes on cash and cash equivalents	(20,321)	(18,475)
Net (decrease) increase in cash	(340,376)	(585,551)
Cash, beginning of period	452,376	1,206,809
Cash, end of period	112,000	621,258
Supplementary Information
Interest Paid	0	0
Income Taxes Paid	$ 0	$ 0

XML

Nature of Operations and going concern

9 Months Ended

Sep. 30, 2017

Nature of Operations and going concern [Text Block]

Note 1 - Nature of Operations and Going Concern

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

Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“RS” or “RelationshipScoreboard.com”), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as RS was deemed to be the acquirer, and these Condensed Interim 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 Condensed Interim 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 negative working capital balance of $451,071 as at September 30, 2017 (December 31, 2016 – positive $305,964) and an accumulated deficit of $11,471,088 (December 31, 2016 – $9,982,269). Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These Condensed Interim 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 condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty.

XML

Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Significant Accounting Policies [Text Block]

Note 2 - Significant Accounting Policies

a)        Basis of Presentation
These Condensed Interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. These financial statements are condensed and do not include all disclosures required for annual financial statements. Users should read these financial statements in conjunction with those annual consolidated financial statements filed for the year ended December 31, 2016. In the opinion of the Company’s management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company’s consolidated financial position at September 30, 2017, the consolidated results of operations for the nine months ended September 30, 2017 and 2016, and the consolidated cash flows for the nine months ended September 30, 2017 and 2016.

b)        Principles of Consolidation
These Condensed Interim Consolidated Financial Statements include the accounts of the Company and its 86.31% (December 31, 2016 - 86.13%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

c)        Use of Estimates
The preparation of Condensed Interim 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.

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 appropriate in 2017.

As a result of the functional currency change discussed above, a cumulative translation adjustment of $104,461 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.

e)        Cash and Cash Equivalents
Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of September 30, 2017 and December 31, 2016.

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 September 30, 2017, 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.

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

i)        Earnings (Loss) Per Share
Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period.

Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the nine months ended September 30, 2017 and 2016 because the inclusion of such underlying shares would have had an anti-dilutive effect.

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

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

As at September 30, 2017, the fair value of cash and cash equivalents was 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.

k)        Research and Development Costs
In the nine months period ended September 30, 2017, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Research and Development	$	$	$	$
Expenses
Consulting fees	22,905	22,334	81,095	93,129
Legal fees	9,241	343	31,571	8,481
Office and Miscellaneous		-	17,705	6,313
Expense	7,769
Payroll expense	164,161	214,266	525,275	545,898
R&D materials and supplies	65,384	12,513	107,988	101,197
Rent	5,827	19,794	25,362	37,706
Stock-based compensation	55,791	85,944	145,183	236,350
Insurance	66	-	6,845	-
Total	331,144	355,194	941,024	1,029,074

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

l)        Fixed Assets
Equipment is recorded at cost and are amortized over their estimated useful life of 3 - 15 years on a straight-line basis. The amortization rates applicable to each category of property and equipment are as follows:

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

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

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 effective interest method.

o)        Recently Adopted Accounting Pronouncements
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, 2016, 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 has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

p)        Recently Issued Accounting Pronouncements
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

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

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company does not expect this guidance to have a material impact on our consolidated financial statements, if any.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

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Fixed Assets

9 Months Ended

Sep. 30, 2017

Fixed Assets [Text Block]

Note 3 – Fixed Assets

As of September 30, 2017, the fixed assets balance on the financial statement consist of the following:

		Furniture and		Computer
Cost:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	3,496	$	26,489	$	44,432	$	74,417
Exchange difference		314		2,381		3,995		6,690
September 30, 2017	$	3,810	$	28,870	$	48,427	$	81,107
		Furniture and		Computer
Amortization:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	404	$	10,645	$	7,924	$	18,974
Additions		310		5,938		4,321		10,569
Exchange difference		51		1067		892		2,278
September 30, 2017	$	766	$	17,651	$	13,136	$	31,553
		Furniture and		Computer
Net Book Value:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	3,092	$	15,844	$	36,508	$	55,444
September 30, 2017	$	3,044	$	11,219	$	35,291	$	49,554

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License and Research Funding Agreement

9 Months Ended

Sep. 30, 2017

License and Research Funding Agreement [Text Block]

Note 4 – License and Research Funding Agreement

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

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

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

• $81,000 within 5 business days of the R&D Agreement (paid)
• Before October 2012; $359,500 plus VAT as applicable (paid)
• Before January 3, 2013; $359,500 plus VAT as applicable (paid)
• Before April 3, 2013; $400,000 plus VAT as applicable (paid)
• 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, Savicell’s entire financing commitment has been met and no more expenditures are mandated by the R&D Agreement on behalf of Ramot. Savicell is continuing the clinical research within its own laboratory situated in Haifa, Israel.

In addition, on July 24, 2012, 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 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 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 nine months ended September 30, 2017, Savicell incurred research and development costs of $941,024 (September 2016 -$1,029,074) which were included in the consolidated statements of operations and comprehensive loss.

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Related Party Transactions

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Text Block]

Note 5 – Related Party Transactions

The Company completed the following related party transactions:

During the nine months ended September 30, 2017, the Company incurred consulting fees and salaries of $361,202 (for the nine months ended September 30, 2016 - $377,499) payable to its directors and officers. The Company incurred consulting fees payable to a company controlled by a former director/officer of $81,000 (for the nine months ended September 30, 2016 - $81,000).

As at September 30, 2017, included in accounts payable and accrued liabilities are amounts of $73,286 (December 31, 2016 – $6,300) that was payable to a company controlled by a former director/officer of the Company and $314,559 (December 31, 2016 – $34,967) that was payable to current officers or directors of the Company

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Convertible Debentures

9 Months Ended

Sep. 30, 2017

Convertible Debentures [Text Block]

Note 6 – Convertible Debentures

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

On December 31, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $188,085 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven year term.

On December 31, 2016, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $172,895 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven-year term.

The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible loan issued on April 15, 2015 does contain beneficial conversion features. The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 77%. Total debt discount amortization during the nine months ended September 30, 2017 was $230,630. (September 30, 2016 – $120,752)

		December 31, 2016	Additions	September 30, 2017
Giora Davidovits	$	510,416	-	510,416
Eyal Davidovits		243,825	-	243,825
Irit Arbel		225,822	-	225,822
Robbie Manis		233,334	-	233,334
Total	$	1,213,397	-	1,213,397

		December 31, 2016		Additions	September 30, 2017
Convertible debentures	$	1,213,397		-	1,213,397
Convertible discount		(852,418	)	-	(852,418	)
Net convertible debentures		360,979		-	360,979
Interest accretion		368,496		230,630	599,126
Balance	$	729,475		230,630	960,105

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Equity

9 Months Ended

Sep. 30, 2017

Equity [Text Block]

Note 7 –Equity

Common shares

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

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.

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.

As at January 31, 2016, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,756,619 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 $281,059.

On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 2,198,819 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 $351,811.

On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,742 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 $50,999.

On April 18, 2016, the Company issued 625,000 common shares at $0.20 per share for total proceeds of $125,000.

On April 21, 2016, two shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 824,992 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 $131,999.

On April 22, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,749 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 $50,999.

On June 6, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,115,625 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 $178,500.

On June 14, 2016, the Company issued 2,500,000 common shares at $0.20 per share for total proceeds of $500,000.

On July 5, 2016, stock options previously granted by the Company were exercised resulting in the issuance of 50,000 common shares at $0.01 per share for total proceeds of $500.

On July 7, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 839,375 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 $134,300.

On September 1, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 4,653,732 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 $744,597.

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

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

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

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

On September 25, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500.

As at September 30, 2017, the Company has 118,163,408 common shares issued and outstanding.

Warrants

A summary of warrants as at December 31, 2016 and September 30, 2017 is as follows:

			Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-	$	-
Issued	1,693,750		0.20
Balance, September 30, 2017	1,693,750	$	0.20

Number	Exercise	Expiry	Remaining
Outstanding	Price	Date	Life
1,693,750	$0.20	April 3, 2019	1.51

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 and may be exercised for five years. 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. As of September 30, 2017, the Company has fully recorded the stock based compensation for such options. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $4,630 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 and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years 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 nine months ended September 30, 2017, the Company recorded stock based compensation of $3,648 (2016: $28,419) for such options.

On November 11, 2013, the Company granted a total of 1,924,717 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for seven years. 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. As of December 31, 2016, the Company has fully recorded the stock based compensation 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 and may be exercised for five years. 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. As of December 31, 2016, the Company has fully recorded the stock based compensation 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 and may be exercised for seven years. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. As of June 30, 2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, 2017, 150,000 of these options were exercised at $0.01 per share for total proceeds of $1,500. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $47 (2016: $174) for such options.

On August 4, 2015 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six years. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. On April 20, 2017, the Company amended this option agreement resulting in the immediate vesting of any remainder unvested options upon termination of employment. In addition, the expiration date of these options were revised to be three years from the date of termination. These options became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. As of September 30, 2017, the Company has fully recorded the stock based compensation for such options. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $7,843 (2016: $7,397) for such options.

In August 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $37,777 (2016: $98,785) for such options.

On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 option has expired. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $,5,238 (2016: $12,952) for such options.

On November 22, 2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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 the nine months ended September 30, 2017, the Company recorded stock based compensation of $1,603 (2016: $3,114) for such options.

On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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 the nine months ended September 30, 2017, the Company recorded stock based compensation of $4,047 (2016: $7,958) for such options.

On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at 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 the nine months ended September 30, 2017, the Company recorded stock based compensation of $3,328 (2016: $7,047) for such options.

On February 15, 2016 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $1,350 (2016: $2,062) for such options.

On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $2,207 (2016: $2,966) for such options.

On May 5, 2016 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017 the Company recorded stock based compensation of $6,765 (2016: $3,485) for such options.

On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $18,186 (2016: $23,746) for such options.

On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $19,236 (2016: $29,946) for such options.

On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely May 31, 2018, May 31, 2019 and May 31, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $20,192 for such options.

On July 2, 2017, the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on the date of grant, namely July 2, 2018, July 2, 2019 and July 2, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $1,801 for such options.

On July 12, 2017, the Company granted a total of 260,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. 50,000 options vested on grant date. Of the remaining 210,000, one third of the options will vest on each of July 12, 2018, July 12, 2019 and July 12, 2020 provided the consultant remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2017, the Company recorded stock based compensation of $13,520 for such options.

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

	2017	2016
Expected life – year	0.9 - 8.8	3 - 10
Interest rate	1.01 – 2.31%	0.73 - 2.45%
Volatility	66.75 - 99.04%	65.99 - 99.04%
Dividend yield	- -%	- -%
Forfeiture rate	- -%	- -%

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2014	14,237,075		$	0.01
Exercised, on June 23, 2015	(481,179	)		0.01
Exercised, on June 25, 2015	(100,000	)		0.01
Granted, on August 4, 2015	150,000			0.20	April 23, 2020
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, on November 22, 2015	50,000			0.20	November 22, 2022
Granted, on December 1, 2015	125,000			0.20	December 1, 2022
Granted, on December 6, 2015	100,000			0.20	December 6, 2022
Balance, December 31, 2015	15,960,896		$	0.04
Granted, on February 15, 2016	50,000			0.20	February 15, 2023
Granted, on March 7, 2016	75,000			0.20	March 7, 2023
Granted, on May 5, 2016	150,000			0.20	May 5, 2026
Granted, on June 6, 2016	800,000			0.20	June 6, 2021
Exercised, on July 7, 2016	(50,000	)		0.01
Granted, on November 1, 2016	360,000			0.20	October 31, 2023
Balance, December 31, 2016	17,345,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12 th , 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.0	September 25, 2017
Balance, September 30, 2017
	18,405,896		$	0.06

		Outstanding September 30, 2017				Exercisable as at September 30, 2017
					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	4.92	9,750,000	$	0.01	4.92
	0.01	481,179		0.01	0.66	481,180		0.01	0.66
	0.01	800,000		0.01	0.89	800,000		0.01	0.89
	0.01	1,924,717		0.01	3.12	1,924,717		0.01	3.12
	0.01	500,000		0.01	1.25	500,000		0.01	1.25
	0.20	150,000		0.20	2.56	150,000		0.20	2.56
	0.20	120,000		0.20	4.90	80,000		0.20	4.90
	0.20	1,610,000		0.20	4.87	1,073,334		0.20	4.87
	0.20	75,000		0.20	4.92	75,000		0.20	4.92
	0.20	50,000		0.20	5.15	33,334		0.20	5.15
	0.20	125,000		0.20	5.17	83,334		0.20	5.17
	0.20	100,000		0.20	5.19	66,666		0.20	5.19
	0.20	50,000		0.20	5.38	16,667		0.20	5.38
	0.20	75,000		0.20	5.44	25,000		0.20	5.44
	0.20	150,000		0.20	8.60	70,000		0.20	8.60
	0.20	800,000		0.20	3.68	226,667		0.20	3.68
	0.20	360,000		0.20	6.09	360,000		0.20	6.09
	0.20	875,000		0.20	6.67	-		-	6.67
	0.20	150,000		0.20	2.76	-		-	2.76
	0.20	260,000		0.20	2.78	50,000			2.78
		18,405,896	$	0.06	4.36	15,765,898	$	0.04	4.24

		Outstanding as at December 31, 2016				Exercisable as at December 31, 2016
					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	5.67	9,750,000	$	0.01	5.67
	0.01	481,179		0.01	1.41	240,589		0.01	1.41
	0.01	800,000		0.01	1.64	680,001		0.01	1.64
	0.01	1,924,717		0.01	3.87	1,924,717		0.01	3.87
	0.01	500,000		0.01	2.00	500,000		0.01	2.00
	0.01	150,000		0.01	4.34	100,000		0.01	4.34
	0.20	150,000		0.20	4.34	50,000		0.20	4.34
	0.20	120,000		0.20	5.65	40,000		0.20	5.65
	0.20	1,610,000		0.20	5.60	536,667		0.20	5.60
	0.20	150,000		0.20	5.67	100,000		0.20	5.67
	0.20	50,000		0.20	5.90	16,667		0.20	5.90
	0.20	125,000		0.20	5.92	41,667		0.20	5.92
	0.20	100,000		0.20	5.93	33,333		0.20	5.93
	0.20	50,000		0.20	6.13	-		-	-
	0.20	75,000		0.20	6.18	-		-	-
	0.20	150,000		0.20	9.35	30,000		0.20	9.35
	0.20	800,000		0.20	4.43	26,667		0.20	4.43
	0.20	360,000		0.20	6.84	180,000		0.20	6.84
		17,345,896	$	0.05	5.03	14,250,308	$	0.02	5.04

Non-Controlling Interests

The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non-related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000 ; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing.

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

Non-Controlling Interests

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

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

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

During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.13%, 11.72% and 2.15%, respectively (December 31, 2015- 77%, 12.6% and 10.4%) . As a result, ODT’s shareholding increased, which increased the additional paid-in capital during the year.

During the period ended September 30, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at September 30, 2017, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.31%, 11.72% and 1.97%, respectively (December 31, 2016 - 86.13%, 11.72% and 2.15%) .

Savicell’s Common Shares

	Number			Amount
	of Shares
Balance, December 31, 2013	13,209		$	2,454,192
Issued for cash pursuant to share subscriptions	183			310,977
Balance, December 31, 2014	13,392			2,765,169
Issued for cash pursuant to share subscriptions	730			1,241,171
Shares issued to settle inter-company debts	203			345,198
Share subscription receivable	(313	)		(532,084	)
Balance, December 31, 2015	14,012		$	3,819,454
Shares issued to settle inter-company debt	1,051			1,786,656
Balance, September 30, 2017 and December 31, 2016	15,063		$	5,606,110

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 per share) and the related common shares are considered to be issued and outstanding.

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Commitments And Guarantees

9 Months Ended

Sep. 30, 2017

Commitments And Guarantees [Text Block]

Note 8 – Commitments and Guarantees

The Company did not become a guarantor to any parties as at September 30, 2017.

1.	On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide 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 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 $112,324 (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 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 $106,084 (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.

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 $3,152 (NIS 12,121). Future minimum lease commitment under the operating lease agreement is approximately $59,888 (NIS 339,388). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $13,254 (NIS 50,000) to secure its payments under the lease agreement.

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

		Consulting fee and
Year		Salaries		Office rent		Total
2017	$	312,272	$	37,824	$	350,096
2018		-		22,064		22,064
Total	$	312,272	$	59,888	$	372,160

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Geographic Information

9 Months Ended

Sep. 30, 2017

Geographic Information [Text Block]

Note 9 – Geographic Information

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

Period ended September 30, 2017		US		Israel		Total
Long-lived assets	$	-	$	49,554	$	49,554

Year ended December 31, 2016		US		Israel		Total
Long-lived assets	$	-	$	55,444	$	55,444

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Basis of Presentation [Policy Text Block]

a)        Basis of Presentation
These Condensed Interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. These financial statements are condensed and do not include all disclosures required for annual financial statements. Users should read these financial statements in conjunction with those annual consolidated financial statements filed for the year ended December 31, 2016. In the opinion of the Company’s management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company’s consolidated financial position at September 30, 2017, the consolidated results of operations for the nine months ended September 30, 2017 and 2016, and the consolidated cash flows for the nine months ended September 30, 2017 and 2016.

Principles of Consolidation [Policy Text Block]

b)        Principles of Consolidation
These Condensed Interim Consolidated Financial Statements include the accounts of the Company and its 86.31% (December 31, 2016 - 86.13%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates [Policy Text Block]

c)        Use of Estimates
The preparation of Condensed Interim 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.

Foreign Currency Translation [Policy Text Block]

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

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

In the year ended 2013, Savicell’s functional currency was the U.S. dollar. During the year 2014, with the increased volume of transactions in the local currency, the management reassessed Savicell’s functional currency to NIS based on the change in facts and effective as of January 1, 2014. Such change is still appropriate in 2017.

As a result of the functional currency change discussed above, a cumulative translation adjustment of $104,461 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.

Cash and Cash Equivalents [Policy Text Block]

e)        Cash and Cash Equivalents
Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of September 30, 2017 and December 31, 2016.

Stock-based Compensation [Policy Text Block]

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

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

Income Taxes [Policy Text Block]

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

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 September 30, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

Comprehensive Income (Loss) [Policy Text Block]

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

Earnings (Loss) Per Share [Policy Text Block]

i)        Earnings (Loss) Per Share
Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period.

Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the nine months ended September 30, 2017 and 2016 because the inclusion of such underlying shares would have had an anti-dilutive effect.

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

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

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

As at September 30, 2017, the fair value of cash and cash equivalents was 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.

Research and Development Costs [Policy Text Block]

k)        Research and Development Costs
In the nine months period ended September 30, 2017, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Research and Development	$	$	$	$
Expenses
Consulting fees	22,905	22,334	81,095	93,129
Legal fees	9,241	343	31,571	8,481
Office and Miscellaneous		-	17,705	6,313
Expense	7,769
Payroll expense	164,161	214,266	525,275	545,898
R&D materials and supplies	65,384	12,513	107,988	101,197
Rent	5,827	19,794	25,362	37,706
Stock-based compensation	55,791	85,944	145,183	236,350
Insurance	66	-	6,845	-
Total	331,144	355,194	941,024	1,029,074

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

Fixed Assets [Policy Text Block]

l)        Fixed Assets
Equipment is recorded at cost and are amortized over their estimated useful life of 3 - 15 years on a straight-line basis. The amortization rates applicable to each category of property and equipment are as follows:

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

Convertible debentures [Policy Text Block]

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

Modifications to debt [Policy Text Block]

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 effective interest method.

Recently Adopted Accounting Pronouncements [Policy Text Block]

o)        Recently Adopted Accounting Pronouncements
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, 2016, 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 has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements [Policy Text Block]

p)        Recently Issued Accounting Pronouncements
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any.

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

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company does not expect this guidance to have a material impact on our consolidated financial statements, if any.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

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Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Research and Development Costs [Table Text Block]

	Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
Research and Development	$	$	$	$
Expenses
Consulting fees	22,905	22,334	81,095	93,129
Legal fees	9,241	343	31,571	8,481
Office and Miscellaneous		-	17,705	6,313
Expense	7,769
Payroll expense	164,161	214,266	525,275	545,898
R&D materials and supplies	65,384	12,513	107,988	101,197
Rent	5,827	19,794	25,362	37,706
Stock-based compensation	55,791	85,944	145,183	236,350
Insurance	66	-	6,845	-
Total	331,144	355,194	941,024	1,029,074

Schedule of Properties Estimated Useful life [Table Text Block]

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

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Fixed Assets (Tables)

9 Months Ended

Sep. 30, 2017

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

		Furniture and		Computer
Cost:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	3,496	$	26,489	$	44,432	$	74,417
Exchange difference		314		2,381		3,995		6,690
September 30, 2017	$	3,810	$	28,870	$	48,427	$	81,107
		Furniture and		Computer
Amortization:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	404	$	10,645	$	7,924	$	18,974
Additions		310		5,938		4,321		10,569
Exchange difference		51		1067		892		2,278
September 30, 2017	$	766	$	17,651	$	13,136	$	31,553
		Furniture and		Computer
Net Book Value:		Fixtures		Equipment		Lab Equipment		Total
December 31, 2016	$	3,092	$	15,844	$	36,508	$	55,444
September 30, 2017	$	3,044	$	11,219	$	35,291	$	49,554

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Convertible Debentures (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Debt [Table Text Block]

		December 31, 2016	Additions	September 30, 2017
Giora Davidovits	$	510,416	-	510,416
Eyal Davidovits		243,825	-	243,825
Irit Arbel		225,822	-	225,822
Robbie Manis		233,334	-	233,334
Total	$	1,213,397	-	1,213,397

Schedule of Convertible Debt [Table Text Block]

		December 31, 2016		Additions	September 30, 2017
Convertible debentures	$	1,213,397		-	1,213,397
Convertible discount		(852,418	)	-	(852,418	)
Net convertible debentures		360,979		-	360,979
Interest accretion		368,496		230,630	599,126
Balance	$	729,475		230,630	960,105

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Equity (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

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

			Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-	$	-
Issued	1,693,750		0.20
Balance, September 30, 2017	1,693,750	$	0.20

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

Number	Exercise	Expiry	Remaining
Outstanding	Price	Date	Life
1,693,750	$0.20	April 3, 2019	1.51

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

	2017	2016
Expected life – year	0.9 - 8.8	3 - 10
Interest rate	1.01 – 2.31%	0.73 - 2.45%
Volatility	66.75 - 99.04%	65.99 - 99.04%
Dividend yield	- -%	- -%
Forfeiture rate	- -%	- -%

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

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2014	14,237,075		$	0.01
Exercised, on June 23, 2015	(481,179	)		0.01
Exercised, on June 25, 2015	(100,000	)		0.01
Granted, on August 4, 2015	150,000			0.20	April 23, 2020
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, on November 22, 2015	50,000			0.20	November 22, 2022
Granted, on December 1, 2015	125,000			0.20	December 1, 2022
Granted, on December 6, 2015	100,000			0.20	December 6, 2022
Balance, December 31, 2015	15,960,896		$	0.04
Granted, on February 15, 2016	50,000			0.20	February 15, 2023
Granted, on March 7, 2016	75,000			0.20	March 7, 2023
Granted, on May 5, 2016	150,000			0.20	May 5, 2026
Granted, on June 6, 2016	800,000			0.20	June 6, 2021
Exercised, on July 7, 2016	(50,000	)		0.01
Granted, on November 1, 2016	360,000			0.20	October 31, 2023
Balance, December 31, 2016	17,345,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12 th , 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.0	September 25, 2017
Balance, September 30, 2017
	18,405,896		$	0.06

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

		Outstanding September 30, 2017				Exercisable as at September 30, 2017
					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	4.92	9,750,000	$	0.01	4.92
	0.01	481,179		0.01	0.66	481,180		0.01	0.66
	0.01	800,000		0.01	0.89	800,000		0.01	0.89
	0.01	1,924,717		0.01	3.12	1,924,717		0.01	3.12
	0.01	500,000		0.01	1.25	500,000		0.01	1.25
	0.20	150,000		0.20	2.56	150,000		0.20	2.56
	0.20	120,000		0.20	4.90	80,000		0.20	4.90
	0.20	1,610,000		0.20	4.87	1,073,334		0.20	4.87
	0.20	75,000		0.20	4.92	75,000		0.20	4.92
	0.20	50,000		0.20	5.15	33,334		0.20	5.15
	0.20	125,000		0.20	5.17	83,334		0.20	5.17
	0.20	100,000		0.20	5.19	66,666		0.20	5.19
	0.20	50,000		0.20	5.38	16,667		0.20	5.38
	0.20	75,000		0.20	5.44	25,000		0.20	5.44
	0.20	150,000		0.20	8.60	70,000		0.20	8.60
	0.20	800,000		0.20	3.68	226,667		0.20	3.68
	0.20	360,000		0.20	6.09	360,000		0.20	6.09
	0.20	875,000		0.20	6.67	-		-	6.67
	0.20	150,000		0.20	2.76	-		-	2.76
	0.20	260,000		0.20	2.78	50,000			2.78
		18,405,896	$	0.06	4.36	15,765,898	$	0.04	4.24

		Outstanding as at December 31, 2016				Exercisable as at December 31, 2016
					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	5.67	9,750,000	$	0.01	5.67
	0.01	481,179		0.01	1.41	240,589		0.01	1.41
	0.01	800,000		0.01	1.64	680,001		0.01	1.64
	0.01	1,924,717		0.01	3.87	1,924,717		0.01	3.87
	0.01	500,000		0.01	2.00	500,000		0.01	2.00
	0.01	150,000		0.01	4.34	100,000		0.01	4.34
	0.20	150,000		0.20	4.34	50,000		0.20	4.34
	0.20	120,000		0.20	5.65	40,000		0.20	5.65
	0.20	1,610,000		0.20	5.60	536,667		0.20	5.60
	0.20	150,000		0.20	5.67	100,000		0.20	5.67
	0.20	50,000		0.20	5.90	16,667		0.20	5.90
	0.20	125,000		0.20	5.92	41,667		0.20	5.92
	0.20	100,000		0.20	5.93	33,333		0.20	5.93
	0.20	50,000		0.20	6.13	-		-	-
	0.20	75,000		0.20	6.18	-		-	-
	0.20	150,000		0.20	9.35	30,000		0.20	9.35
	0.20	800,000		0.20	4.43	26,667		0.20	4.43
	0.20	360,000		0.20	6.84	180,000		0.20	6.84
		17,345,896	$	0.05	5.03	14,250,308	$	0.02	5.04

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

	Number			Amount
	of Shares
Balance, December 31, 2013	13,209		$	2,454,192
Issued for cash pursuant to share subscriptions	183			310,977
Balance, December 31, 2014	13,392			2,765,169
Issued for cash pursuant to share subscriptions	730			1,241,171
Shares issued to settle inter-company debts	203			345,198
Share subscription receivable	(313	)		(532,084	)
Balance, December 31, 2015	14,012		$	3,819,454
Shares issued to settle inter-company debt	1,051			1,786,656
Balance, September 30, 2017 and December 31, 2016	15,063		$	5,606,110

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Commitments And Guarantees (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

		Consulting fee and
Year		Salaries		Office rent		Total
2017	$	312,272	$	37,824	$	350,096
2018		-		22,064		22,064
Total	$	312,272	$	59,888	$	372,160

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Geographic Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

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

Period ended September 30, 2017		US		Israel		Total
Long-lived assets	$	-	$	49,554	$	49,554

Year ended December 31, 2016		US		Israel		Total
Long-lived assets	$	-	$	55,444	$	55,444

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Nature of Operations and going concern (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($) shares
Nature Of Operations And Going Concern 1	100.00%
Nature Of Operations And Going Concern 2 | shares	16,000,000
Nature Of Operations And Going Concern 3	89.00%
Nature Of Operations And Going Concern 4	$ 10
Nature Of Operations And Going Concern 5	430
Nature Of Operations And Going Concern 6	451,071
Nature Of Operations And Going Concern 7	305,964
Nature Of Operations And Going Concern 8	11,471,088
Nature Of Operations And Going Concern 9	$ 9,982,269

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Significant Accounting Policies (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($) yr
Significant Accounting Policies 1	86.31%
Significant Accounting Policies 2	86.13%
Significant Accounting Policies 3 | $	$ 104,461
Significant Accounting Policies 4	3
Significant Accounting Policies 5 | yr	15

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License and Research Funding Agreement (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($) d $ / shares shares
License And Research Funding Agreement 1	$ 1,600,000
License And Research Funding Agreement 2	$ 81,000
License And Research Funding Agreement 3 | d	5
License And Research Funding Agreement 4	$ 359,500
License And Research Funding Agreement 5	359,500
License And Research Funding Agreement 6	400,000
License And Research Funding Agreement 7	$ 400,000
License And Research Funding Agreement 8	15.00%
License And Research Funding Agreement 9	1,765
License And Research Funding Agreement 10	$ 1,698
License And Research Funding Agreement 11	$ 2,998,682
License And Research Funding Agreement 12 | shares	1,765
License And Research Funding Agreement 13 | $ / shares	$ 1,698
License And Research Funding Agreement 14	$ 941,024
License And Research Funding Agreement 15	$ 1,029,074

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Related Party Transactions (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Related Party Transactions 1	$ 361,202
Related Party Transactions 2	377,499
Related Party Transactions 3	81,000
Related Party Transactions 4	81,000
Related Party Transactions 5	73,286
Related Party Transactions 6	6,300
Related Party Transactions 7	314,559
Related Party Transactions 8	$ 34,967

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Convertible Debentures (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Convertible Debentures 1	$ 852,418
Convertible Debentures 2	0.055
Convertible Debentures 3	188,085
Convertible Debentures 4	0.20
Convertible Debentures 5	172,895
Convertible Debentures 6	0.20
Convertible Debentures 7	$ 852,418
Convertible Debentures 8	77.00%
Convertible Debentures 9	$ 230,630
Convertible Debentures 10	$ 120,752

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Equity (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($) yr $ / shares shares
Equity 1 | shares	500,000,000
Equity 2 | $ / shares	$ 0.001
Equity 3 | shares	3,550,000
Equity 4 | $ / shares	$ 0.20
Equity 5	$ 710,000
Equity 6 | shares	500,000
Equity 7 | $ / shares	$ 0.20
Equity 8	$ 100,000
Equity 9	$ 74,062
Equity 10 | shares	462,890
Equity 11 | $ / shares	$ 0.20
Equity 12 | shares	481,179
Equity 13 | $ / shares	$ 0.01
Equity 14	$ 4,812
Equity 15 | shares	100,000
Equity 16 | $ / shares	$ 0.01
Equity 17	$ 1,000
Equity 18 | shares	5,000,000
Equity 19 | $ / shares	$ 0.20
Equity 20	$ 1,000,000
Equity 21 | shares	3,824,922
Equity 22 | $ / shares	$ 0.16
Equity 23	80.00%
Equity 24	$ 611,987
Equity 25 | shares	1,786,250
Equity 26 | $ / shares	$ 0.16
Equity 27	80.00%
Equity 28	$ 285,800
Equity 29 | shares	637,500
Equity 30 | $ / shares	$ 0.16
Equity 31	80.00%
Equity 32	$ 102,000
Equity 33 | shares	1,756,619
Equity 34 | $ / shares	$ 0.16
Equity 35	80.00%
Equity 36	$ 281,059
Equity 37 | shares	2,198,819
Equity 38 | $ / shares	$ 0.16
Equity 39	80.00%
Equity 40	$ 351,811
Equity 41 | shares	318,742
Equity 42 | $ / shares	$ 0.16
Equity 43	80.00%
Equity 44	$ 50,999
Equity 45 | shares	625,000
Equity 46 | $ / shares	$ 0.20
Equity 47	$ 125,000
Equity 48 | shares	824,992
Equity 49 | $ / shares	$ 0.16
Equity 50	80.00%
Equity 51	$ 131,999
Equity 52 | shares	318,749
Equity 53 | $ / shares	$ 0.16
Equity 54	80.00%
Equity 55	$ 50,999
Equity 56 | shares	1,115,625
Equity 57 | $ / shares	$ 0.16
Equity 58	80.00%
Equity 59	$ 178,500
Equity 60 | shares	2,500,000
Equity 61 | $ / shares	$ 0.20
Equity 62	$ 500,000
Equity 63 | shares	50,000
Equity 64 | $ / shares	$ 0.01
Equity 65	$ 500
Equity 66 | shares	839,375
Equity 67 | $ / shares	$ 0.16
Equity 68	80.00%
Equity 69	$ 134,300
Equity 70 | shares	4,653,732
Equity 71 | $ / shares	$ 0.16
Equity 72	80.00%
Equity 73	$ 744,597
Equity 74 | shares	288,830
Equity 75 | $ / shares	$ 0.16
Equity 76	$ 46,212
Equity 77 | shares	1,693,750
Equity 78 | $ / shares	$ 0.20
Equity 79	$ 338,750
Equity 80	$ 0.20
Equity 81 | $ / shares	$ 0.20
Equity 82 | shares	1,250,000
Equity 83 | $ / shares	$ 0.20
Equity 84	$ 250,000
Equity 85 | shares	600,000
Equity 86 | $ / shares	$ 0.20
Equity 87	$ 120,000
Equity 88 | shares	150,000
Equity 89 | shares	150,000
Equity 90 | $ / shares	$ 0.01
Equity 91	$ 1,500
Equity 92 | shares	118,163,408
Equity 93 | shares	20,000,000
Equity 94 | $ / shares	$ 0.001
Equity 95 | shares	962,358
Equity 96 | $ / shares	$ 0.01
Equity 97	481,179
Equity 98 | $ / shares	$ 0.01
Equity 99	$ 4,812
Equity 100	$ 4,630
Equity 101 | shares	800,000
Equity 102 | $ / shares	$ 0.01
Equity 103	480,000
Equity 104 | shares	320,000
Equity 105	600
Equity 106 | yr	4
Equity 107	50
Equity 108	$ 3,648
Equity 109	$ 28,419
Equity 110 | shares	1,924,717
Equity 111 | $ / shares	$ 0.01
Equity 112 | shares	500,000
Equity 113 | $ / shares	$ 0.01
Equity 114 | shares	150,000
Equity 115 | $ / shares	$ 0.01
Equity 116	150,000
Equity 117 | $ / shares	$ 0.01
Equity 118	$ 1,500
Equity 119	47
Equity 120	$ 174
Equity 121 | shares	150,000
Equity 122 | $ / shares	$ 0.20
Equity 123	$ 7,843
Equity 124	$ 7,397
Equity 125 | shares	1,730,000
Equity 126 | $ / shares	$ 0.20
Equity 127	$ 37,777
Equity 128	$ 98,785
Equity 129 | shares	150,000
Equity 130 | $ / shares	$ 0.20
Equity 131	75,000
Equity 132	$ 5,238
Equity 133	$ 12,952
Equity 134 | shares	50,000
Equity 135 | $ / shares	$ 0.20
Equity 136	$ 1,603
Equity 137	$ 3,114
Equity 138 | shares	125,000
Equity 139 | $ / shares	$ 0.20
Equity 140	$ 4,047
Equity 141	$ 7,958
Equity 142 | shares	100,000
Equity 143 | $ / shares	$ 0.20
Equity 144	$ 3,328
Equity 145	$ 7,047
Equity 146 | shares	50,000
Equity 147 | $ / shares	$ 0.20
Equity 148	$ 1,350
Equity 149	$ 2,062
Equity 150 | shares	75,000
Equity 151 | $ / shares	$ 0.20
Equity 152	$ 2,207
Equity 153	$ 2,966
Equity 154 | shares	150,000
Equity 155 | $ / shares	$ 0.20
Equity 156	$ 6,765
Equity 157	$ 3,485
Equity 158 | shares	800,000
Equity 159 | $ / shares	$ 0.20
Equity 160	480,000
Equity 161 | shares	320,000
Equity 162	600
Equity 163 | yr	4
Equity 164	50
Equity 165	$ 18,186
Equity 166	$ 23,746
Equity 167 | shares	360,000
Equity 168 | $ / shares	$ 0.20
Equity 169	$ 19,236
Equity 170	$ 29,946
Equity 171 | shares	875,000
Equity 172 | $ / shares	$ 0.20
Equity 173	$ 20,192
Equity 174 | shares	150,000
Equity 175 | $ / shares	$ 0.20
Equity 176	$ 1,801
Equity 177 | shares	260,000
Equity 178 | $ / shares	$ 0.20
Equity 179 | shares	50,000
Equity 180	210,000
Equity 181	$ 13,520
Equity 182 | shares	1,765
Equity 183	15.00%
Equity 184 | shares	592
Equity 185 | $ / shares	$ 1,698.97
Equity 186	4.79%
Equity 187	$ 1,005,795
Equity 188	80.00%
Equity 189	$ 500,000
Equity 190	$ 30,000,000
Equity 191 | shares	684
Equity 192 | $ / shares	$ 1,698.97
Equity 193	5.11%
Equity 194	$ 1,162,192
Equity 195 | shares	760
Equity 196 | $ / shares	$ 1,700
Equity 197	5.68%
Equity 198	$ 1,292,000
Equity 199 | shares	183
Equity 200 | $ / shares	$ 1,699
Equity 201	1.37%
Equity 202	$ 310,977
Equity 203 | shares	417
Equity 204 | $ / shares	$ 1,700
Equity 205	$ 709,087
Equity 206 | shares	516
Equity 207	$ 1,700
Equity 208	$ 532,084
Equity 209 | shares	588
Equity 210	6,248,672
Equity 211	77.00%
Equity 212	12.60%
Equity 213	10.40%
Equity 214	74.67%
Equity 215	13.18%
Equity 216	12.15%
Equity 217 | shares	1,132
Equity 218	12,026,654
Equity 219	$ 1,786,656
Equity 220 | shares	1,051
Equity 221	86.13%
Equity 222	11.72%
Equity 223	2.15%
Equity 224	77.00%
Equity 225	12.60%
Equity 226	10.40%
Equity 227 | shares	27
Equity 228	288,830
Equity 229	86.31%
Equity 230	11.72%
Equity 231	1.97%
Equity 232	86.13%
Equity 233	11.72%
Equity 234	2.15%
Equity 235 | shares	1,765
Equity 236 | $ / shares	$ 1,698

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Commitments And Guarantees (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($) yr shares
Commitments And Guarantees 1	$ 250,000
Commitments And Guarantees 2 | shares	3,750,000
Commitments And Guarantees 3	$ 0.01
Commitments And Guarantees 4 | yr	10
Commitments And Guarantees 5	$ 112,324
Commitments And Guarantees 6	432,000
Commitments And Guarantees 7 | shares	2,750,000
Commitments And Guarantees 8	$ 0.01
Commitments And Guarantees 9 | yr	10
Commitments And Guarantees 10	$ 106,084
Commitments And Guarantees 11	408,000
Commitments And Guarantees 12 | shares	2,000,000
Commitments And Guarantees 13	$ 0.01
Commitments And Guarantees 14 | yr	10
Commitments And Guarantees 15 | yr	2
Commitments And Guarantees 16	$ 3,152
Commitments And Guarantees 17	12,121
Commitments And Guarantees 18	$ 59,888
Commitments And Guarantees 19	339,388
Commitments And Guarantees 20	$ 13,254
Commitments And Guarantees 21	50,000

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Schedule of Research and Development Costs (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Significant Accounting Policies Schedule Of Research And Development Costs 1	$ 22,905
Significant Accounting Policies Schedule Of Research And Development Costs 2	22,334
Significant Accounting Policies Schedule Of Research And Development Costs 3	81,095
Significant Accounting Policies Schedule Of Research And Development Costs 4	93,129
Significant Accounting Policies Schedule Of Research And Development Costs 5	9,241
Significant Accounting Policies Schedule Of Research And Development Costs 6	343
Significant Accounting Policies Schedule Of Research And Development Costs 7	31,571
Significant Accounting Policies Schedule Of Research And Development Costs 8	8,481
Significant Accounting Policies Schedule Of Research And Development Costs 9	0
Significant Accounting Policies Schedule Of Research And Development Costs 10	17,705
Significant Accounting Policies Schedule Of Research And Development Costs 11	6,313
Significant Accounting Policies Schedule Of Research And Development Costs 12	7,769
Significant Accounting Policies Schedule Of Research And Development Costs 13	164,161
Significant Accounting Policies Schedule Of Research And Development Costs 14	214,266
Significant Accounting Policies Schedule Of Research And Development Costs 15	525,275
Significant Accounting Policies Schedule Of Research And Development Costs 16	545,898
Significant Accounting Policies Schedule Of Research And Development Costs 17	65,384
Significant Accounting Policies Schedule Of Research And Development Costs 18	12,513
Significant Accounting Policies Schedule Of Research And Development Costs 19	107,988
Significant Accounting Policies Schedule Of Research And Development Costs 20	101,197
Significant Accounting Policies Schedule Of Research And Development Costs 21	5,827
Significant Accounting Policies Schedule Of Research And Development Costs 22	19,794
Significant Accounting Policies Schedule Of Research And Development Costs 23	25,362
Significant Accounting Policies Schedule Of Research And Development Costs 24	37,706
Significant Accounting Policies Schedule Of Research And Development Costs 25	55,791
Significant Accounting Policies Schedule Of Research And Development Costs 26	85,944
Significant Accounting Policies Schedule Of Research And Development Costs 27	145,183
Significant Accounting Policies Schedule Of Research And Development Costs 28	236,350
Significant Accounting Policies Schedule Of Research And Development Costs 29	66
Significant Accounting Policies Schedule Of Research And Development Costs 30	0
Significant Accounting Policies Schedule Of Research And Development Costs 31	6,845
Significant Accounting Policies Schedule Of Research And Development Costs 32	0
Significant Accounting Policies Schedule Of Research And Development Costs 33	331,144
Significant Accounting Policies Schedule Of Research And Development Costs 34	355,194
Significant Accounting Policies Schedule Of Research And Development Costs 35	941,024
Significant Accounting Policies Schedule Of Research And Development Costs 36	$ 1,029,074

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Schedule of Properties Estimated Useful life (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Significant Accounting Policies Schedule Of Property, Plant And Equipment 1	$ 15
Significant Accounting Policies Schedule Of Property, Plant And Equipment 2	3
Significant Accounting Policies Schedule Of Property, Plant And Equipment 3	4
Significant Accounting Policies Schedule Of Property, Plant And Equipment 4	3
Significant Accounting Policies Schedule Of Property, Plant And Equipment 5	$ 15

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Schedule of Property, Plant and Equipment (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Fixed Assets Schedule Of Property, Plant And Equipment 1	$ 3,496
Fixed Assets Schedule Of Property, Plant And Equipment 2	26,489
Fixed Assets Schedule Of Property, Plant And Equipment 3	44,432
Fixed Assets Schedule Of Property, Plant And Equipment 4	74,417
Fixed Assets Schedule Of Property, Plant And Equipment 5	314
Fixed Assets Schedule Of Property, Plant And Equipment 6	2,381
Fixed Assets Schedule Of Property, Plant And Equipment 7	3,995
Fixed Assets Schedule Of Property, Plant And Equipment 8	6,690
Fixed Assets Schedule Of Property, Plant And Equipment 9	3,810
Fixed Assets Schedule Of Property, Plant And Equipment 10	28,870
Fixed Assets Schedule Of Property, Plant And Equipment 11	48,427
Fixed Assets Schedule Of Property, Plant And Equipment 12	81,107
Fixed Assets Schedule Of Property, Plant And Equipment 13	404
Fixed Assets Schedule Of Property, Plant And Equipment 14	10,645
Fixed Assets Schedule Of Property, Plant And Equipment 15	7,924
Fixed Assets Schedule Of Property, Plant And Equipment 16	18,974
Fixed Assets Schedule Of Property, Plant And Equipment 17	310
Fixed Assets Schedule Of Property, Plant And Equipment 18	5,938
Fixed Assets Schedule Of Property, Plant And Equipment 19	4,321
Fixed Assets Schedule Of Property, Plant And Equipment 20	10,569
Fixed Assets Schedule Of Property, Plant And Equipment 21	51
Fixed Assets Schedule Of Property, Plant And Equipment 22	1,067
Fixed Assets Schedule Of Property, Plant And Equipment 23	892
Fixed Assets Schedule Of Property, Plant And Equipment 24	2,278
Fixed Assets Schedule Of Property, Plant And Equipment 25	766
Fixed Assets Schedule Of Property, Plant And Equipment 26	17,651
Fixed Assets Schedule Of Property, Plant And Equipment 27	13,136
Fixed Assets Schedule Of Property, Plant And Equipment 28	31,553
Fixed Assets Schedule Of Property, Plant And Equipment 29	3,092
Fixed Assets Schedule Of Property, Plant And Equipment 30	15,844
Fixed Assets Schedule Of Property, Plant And Equipment 31	36,508
Fixed Assets Schedule Of Property, Plant And Equipment 32	55,444
Fixed Assets Schedule Of Property, Plant And Equipment 33	3,044
Fixed Assets Schedule Of Property, Plant And Equipment 34	11,219
Fixed Assets Schedule Of Property, Plant And Equipment 35	35,291
Fixed Assets Schedule Of Property, Plant And Equipment 36	$ 49,554

XML

Schedule of Debt (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Convertible Debentures Schedule Of Debt 1	$ 510,416
Convertible Debentures Schedule Of Debt 2	0
Convertible Debentures Schedule Of Debt 3	510,416
Convertible Debentures Schedule Of Debt 4	243,825
Convertible Debentures Schedule Of Debt 5	0
Convertible Debentures Schedule Of Debt 6	243,825
Convertible Debentures Schedule Of Debt 7	225,822
Convertible Debentures Schedule Of Debt 8	0
Convertible Debentures Schedule Of Debt 9	225,822
Convertible Debentures Schedule Of Debt 10	233,334
Convertible Debentures Schedule Of Debt 11	0
Convertible Debentures Schedule Of Debt 12	233,334
Convertible Debentures Schedule Of Debt 13	1,213,397
Convertible Debentures Schedule Of Debt 14	0
Convertible Debentures Schedule Of Debt 15	$ 1,213,397

XML

Schedule of Convertible Debt (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Convertible Debentures Schedule Of Convertible Debt 1	$ 1,213,397
Convertible Debentures Schedule Of Convertible Debt 2	0
Convertible Debentures Schedule Of Convertible Debt 3	1,213,397
Convertible Debentures Schedule Of Convertible Debt 4	(852,418)
Convertible Debentures Schedule Of Convertible Debt 5	0
Convertible Debentures Schedule Of Convertible Debt 6	(852,418)
Convertible Debentures Schedule Of Convertible Debt 7	360,979
Convertible Debentures Schedule Of Convertible Debt 8	0
Convertible Debentures Schedule Of Convertible Debt 9	360,979
Convertible Debentures Schedule Of Convertible Debt 10	368,496
Convertible Debentures Schedule Of Convertible Debt 11	230,630
Convertible Debentures Schedule Of Convertible Debt 12	599,126
Convertible Debentures Schedule Of Convertible Debt 13	729,475
Convertible Debentures Schedule Of Convertible Debt 14	230,630
Convertible Debentures Schedule Of Convertible Debt 15	$ 960,105

XML

Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 1	$ 0
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 2	0
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 3	$ 1,693,750
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4	0.20
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 5	$ 1,693,750
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 6	0.20

XML

Schedule of Stockholders' Equity Note, Warrants or Rights (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights 1	$ 1,693,750
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights 2	$ 0.20
Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights 3	1.51

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 1	0.9
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 2	8.8
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 3	$ 3
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 4	$ 10
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 5	1.01
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 6	2.31%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 7	0.73
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 8	2.45%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 8	66.75
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 9	99.04%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 10	65.99
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 11	99.04%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 12	0.00%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 13	0.00%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 14	0.00%
Equity Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 15	0.00%

XML

Schedule of Share-based Compensation, Stock Options, Activity (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 1	$ 14,237,075
Equity Schedule Of Share-based Compensation, Stock Options, Activity 2	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 3	$ (481,179)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 4	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 5	$ (100,000)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 6	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 7	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 8	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 9	$ 1,610,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 10	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 11	$ 120,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 12	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 13	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 14	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 15	$ 50,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 16	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 17	$ 125,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 18	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 19	$ 100,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 20	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 21	$ 15,960,896
Equity Schedule Of Share-based Compensation, Stock Options, Activity 22	0.04
Equity Schedule Of Share-based Compensation, Stock Options, Activity 23	$ 50,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 24	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 25	$ 75,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 26	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 27	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 28	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 29	$ 800,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 30	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 31	$ (50,000)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 32	0.01
Equity Schedule Of Share-based Compensation, Stock Options, Activity 33	$ 360,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 34	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 35	$ 17,345,896
Equity Schedule Of Share-based Compensation, Stock Options, Activity 36	0.05
Equity Schedule Of Share-based Compensation, Stock Options, Activity 37	$ 875,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 38	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 39	$ (75,000)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 40	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 41	$ 150,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 42	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 43	$ 260,000
Equity Schedule Of Share-based Compensation, Stock Options, Activity 44	0.20
Equity Schedule Of Share-based Compensation, Stock Options, Activity 45	$ (150,000)
Equity Schedule Of Share-based Compensation, Stock Options, Activity 46	0
Equity Schedule Of Share-based Compensation, Stock Options, Activity 47	$ 18,405,896
Equity Schedule Of Share-based Compensation, Stock Options, Activity 48	0.06

XML

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2	$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4	4.92
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5	$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7	4.92
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9	$ 481,179
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 10	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 11	0.66
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 12	$ 481,180
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 13	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 14	0.66
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 15	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 16	$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 17	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 18	0.89
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 19	$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 20	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 21	0.89
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 22	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 23	$ 1,924,717
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 24	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 25	3.12
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 26	$ 1,924,717
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 27	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 28	3.12
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 29	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 30	$ 500,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 31	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 32	1.25
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 33	$ 500,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 34	0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 35	1.25
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 36	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 37	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 38	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 39	2.56
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 40	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 41	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 42	2.56
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 43	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 44	$ 120,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 45	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 46	4.90
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 47	$ 80,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 48	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 49	4.90
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 50	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 51	$ 1,610,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 52	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 53	4.87
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 54	$ 1,073,334
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 55	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 56	4.87
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 57	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 58	$ 75,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 59	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 60	4.92
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 61	$ 75,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 62	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 63	4.92
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 64	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 65	$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 66	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 67	5.15
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 68	$ 33,334
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 69	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 70	5.15
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 71	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 72	$ 125,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 73	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 74	5.17
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 75	$ 83,334
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 76	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 77	5.17
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 78	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 79	$ 100,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 80	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 81	5.19
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 82	$ 66,666
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 83	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 84	5.19
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 85	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 86	$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 87	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 88	5.38
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 89	$ 16,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 90	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 91	5.38
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 92	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 93	$ 75,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 94	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 95	5.44
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 96	$ 25,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 97	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 98	5.44
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 99	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 100	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 101	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 102	8.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 103	$ 70,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 104	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 105	8.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 106	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 107	$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 108	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 109	3.68
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 110	$ 226,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 111	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 112	3.68
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 113	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 114	$ 360,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 115	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 116	6.09
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 117	$ 360,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 118	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 119	6.09
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 120	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 121	$ 875,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 122	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 123	6.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 124	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 125	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 126	6.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 127	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 128	$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 129	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 130	2.76
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 131	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 132	$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 133	2.76
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 134	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 135	$ 260,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 136	0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 137	2.78
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 138	$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 139	2.78
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 140	$ 18,405,896
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 141	0.06
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 142	4.36
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 143	$ 15,765,898
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 144	0.04
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 145	4.24
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2		$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4		5.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5		$ 9,750,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7		5.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9		$ 481,179
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 10		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 11		1.41
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 12		$ 240,589
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 13		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 14		1.41
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 15		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 16		$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 17		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 18		1.64
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 19		$ 680,001
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 20		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 21		1.64
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 22		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 23		$ 1,924,717
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 24		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 25		3.87
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 26		$ 1,924,717
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 27		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 28		3.87
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 29		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 30		$ 500,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 31		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 32		2.00
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 33		$ 500,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 34		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 35		2.00
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 36		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 37		$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 38		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 39		4.34
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 40		$ 100,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 41		0.01
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 42		4.34
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 43		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 44		$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 45		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 46		4.34
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 47		$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 48		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 49		4.34
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 50		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 51		$ 120,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 52		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 53		5.65
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 54		$ 40,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 55		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 56		5.65
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 57		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 58		$ 1,610,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 59		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 60		5.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 61		$ 536,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 62		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 63		5.60
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 64		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 65		$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 66		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 67		5.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 68		$ 100,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 69		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 70		5.67
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 71		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 72		$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 73		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 74		5.90
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 75		$ 16,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 76		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 77		5.90
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 78		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 79		$ 125,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 80		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 81		5.92
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 82		$ 41,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 83		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 84		5.92
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 85		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 86		$ 100,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 87		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 88		5.93
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 89		$ 33,333
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 90		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 91		5.93
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 92		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 93		$ 50,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 94		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 95		6.13
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 96		$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 97		0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 98		$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 99		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 100		$ 75,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 101		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 102		6.18
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 103		$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 104		0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 105		$ 0
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 106		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 107		$ 150,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 108		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 109		9.35
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 110		$ 30,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 111		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 112		9.35
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 113		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 114		$ 800,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 115		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 116		4.43
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 117		$ 26,667
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 118		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 119		4.43
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 120		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 121		$ 360,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 122		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 123		6.84
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 124		$ 180,000
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 125		0.20
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 126		6.84
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 127		$ 17,345,896
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 128		0.05
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 129		5.03
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 130		$ 14,250,308
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 131		0.02
Equity Schedule Of Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 132		5.04

XML

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 1	$ 13,209
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 2	2,454,192
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 3	183
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 4	310,977
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 5	13,392
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 6	2,765,169
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 7	730
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 8	1,241,171
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 9	203
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 10	345,198
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 11	(313)
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 12	(532,084)
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 13	14,012
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 14	3,819,454
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 15	1,051
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 16	1,786,656
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 17	15,063
Equity Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Effects Of Changes, Net 18	$ 5,606,110

XML

Schedule of Future Minimum Rental Payments for Operating Leases (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 1	$ 312,272
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 2	37,824
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 3	350,096
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 4	0
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 5	22,064
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 6	22,064
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 7	312,272
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 8	59,888
Commitments And Guarantees Schedule Of Future Minimum Rental Payments For Operating Leases 9	$ 372,160

XML

Long-lived Assets by Geographic Areas (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Geographic Information Long-lived Assets By Geographic Areas 1	$ 0
Geographic Information Long-lived Assets By Geographic Areas 2	49,554
Geographic Information Long-lived Assets By Geographic Areas 3	$ 49,554
Geographic Information Long-lived Assets By Geographic Areas 1		$ 0
Geographic Information Long-lived Assets By Geographic Areas 2		55,444
Geographic Information Long-lived Assets By Geographic Areas 3		$ 55,444