---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549FORM 10-Q /A

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

For the quarterly period ended March 31,
2011[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACTFor the transition period from _________to
________Commission File No. 000-54394Online Disruptive Technologies, Inc.(Exact name of
registrant as specified in its charter)

|Nevada                                                               | 27-1404923                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer 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 [ ]      No [ ]  
 (Not Applicable)

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
    [ ]
    Smaller reporting company
    [X](Do not check if a smaller reporting company)


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2

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes [X]      No [ ]

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 [ ]   
N/A

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 May 10,
2011, there were 24,000,100 shares of common stock, par value $0.001,
outstanding.

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3

Explanatory Note:

This amendment to our Form 10-Q for the interim period ended March 31, 2011 has been filed in order to reflect that our company was, during the period in question, a shell company (as defined in Rule 12b-2 of the Exchange Act). Accordingly, we have removed the “X” from the box “No” on the front page of this Form 10-Q/A and we have inserted an “X” in the box marked “Yes”.

All other information included in our interim report on Form 10-Q for the fiscal year ended March 31, 2011 has not been amended. Except for the matter described above, this amendment does not modify or update disclosure in the originally filed interim report on Form 10-Q, or reflect events occurring after May 11, 2011, which is the date of the filing of the originally filed interim report on Form 10-Q.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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4



ONLINE DISTRUPTIVE TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011

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5

|Online Disruptive Technologies, Inc.
|------------------------------------
|(A Development Stage Company)       
|Consolidated Balance Sheets         

|                                                                                                                        |  |                |   |  |                   |  
|----------------------------------------------------------------------------------------------------------------------- |  | -------------- | - |  | ----------------- | -
|                                                                                                                        |  | March 31, 2011 |   |  | December 31, 2010 |  
|                                                                                                                        |  | **$**          |   |  | **$**             |  
|ASSETS                                                                                                                  |  |                |   |  |                   |  
|                                                                                                                        |  |                |   |  |                   |  
|Current Assets                                                                                                          |  |                |   |  |                   |  
|Cash and Cash
      Equivalents                                                                                         |  | 58,649         |   |  | 13,658            |  
|Total Current Assets                                                                                                    |  | 58,649         |   |  | 13,658            |  
|                                                                                                                        |  |                |   |  |                   |  
|Website Development Costs (Note 4)                                                                                      |  | 8,325          |   |  | 8,325             |  
|Total
      Assets                                                                                                      |  | 66,974         |   |  | 21,983            |  
|                                                                                                                        |  |                |   |  |                   |  
|LIABILITIES                                                                                                             |  |                |   |  |                   |  
|                                                                                                                        |  |                |   |  |                   |  
|Current Liabilities                                                                                                     |  |                |   |  |                   |  
|Accounts Payable and Accrued Liabilities                                                                                |  | 17,788         |   |  | 19,948            |  
|Loans Payable -
      Related Parties (Note 5)                                                                          |  | 56,862         |   |  | 56,862            |  
|Total Current Liabilities                                                                                               |  | 74,650         |   |  | 76,810            |  
|                                                                                                                        |  |                |   |  |                   |  
|SHAREHOLDERS' DEFICIENCY                                                                                                |  |                |   |  |                   |  
|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   
      24,000,100 Common Shares (December 31, 2010    
      18,000,100)                        |  | 8,400          |   |  | 2,400             |  
|Additional Paid-in Capital                                                                                              |  | 65,634         |   |  | 10,008            |  
|(Deficit) Accumulated During the Development Stage                                                                      |  | (81,710        | ) |  | (67,235           | )
|Total
      Shareholders Deficiency                                                                                    |  | (7,676         | ) |  | (54,827           | )
|Total Liabilities and Shareholders' Deficiency                                                                          |  | 66,974         |   |  | 21,983            |  

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

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6

|Online Disruptive Technologies, Inc.                                       
|---------------------------------------------------------------------------
|(A Development Stage Company)                                              
|Consolidated Statements of Operations and Comprehensive
      Income (Loss)

|                                                                               |                 |   |  |                 |   |  | For the period |  
|------------------------------------------------------------------------------ | --------------- | - |  | --------------- | - |  | -------------- | -
|                                                                               |                 |   |  |                 |   |  | from November  |  
|                                                                               | Three months    |   |  | Three months    |   |  | 16, 2009       |  
|                                                                               | ended March 31, |   |  | ended March 31, |   |  | (inception) to |  
|                                                                               | 2011            |   |  | 2010            |   |  | March 31, 2011 |  
|General and Administrative Expenses                                            | **$**           |   |  | **$**           |   |  | **$**          |  
|Audit and Accounting Fees                                                      | 9,350           |   |  | -               |   |  | 39,172         |  
|Bank Fees                                                                      | (194            | ) |  | (3              | ) |  | 400            |  
|Consulting Fees                                                                | -               |   |  | -               |   |  | 1,500          |  
|Filing and Transfer Agent Fees                                                 | 1,503           |   |  | -               |   |  | 7,594          |  
|License and Permit Fees                                                        | -               |   |  | -               |   |  | 1,057          |  
|Legal Fees                                                                     | 2,190           |   |  | -               |   |  | 27,332         |  
|Web Domain Expense                                                             | -               |   |  | -               |   |  | 20             |  
|                                                                               | 12,849          |   |  | (3              | ) |  | 77,075         |  
|                                                                               |                 |   |  |                 |   |  |                |  
|Income (Loss) Before Other Expense                                             | (12,849         | ) |  | 3               |   |  | (77,075        | )
|Other Expense                                                                  |                 |   |  |                 |   |  |                |  
|Interest Expense                                                               | 1,626           |   |  | -               |   |  | 4,635          |  
|                                                                               |                 |   |  |                 |   |  |                |  
|Net Income (Loss) and Comprehensive Income
      (Loss) for the Period         | (14,475         | ) |  | 3               |   |  | (81,710        | )
|                                                                               |                 |   |  |                 |   |  |                |  
|Basic and Diluted Net Income (Loss) per
              Common
      Share       | (0.00           | ) |  | 0.00            |   |  |                |  
|                                                                               |                 |   |  |                 |   |  |                |  
|Weighted Average Number of Common Shares
      Outstanding  Basic and Diluted | 20,333,433      |   |  | 16,038,358      |   |  |                |  

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

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7

|Online Disruptive Technologies, Inc.                         
|-------------------------------------------------------------
|(A Development Stage Company)                                
|Consolidated Statements of Stockholders Deficiency          
|For the period from November 16, 2009 to March 31,
      2011

(Deficit)AccumulatedAdditional
      
      
      During thePreferred Stock
      
      Common Stock
      
      
      Paid In
      
      
      DevelopmentShares
      
      
      Amount
      
      Shares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      Total$
      
      
      
      
      $
      
      
      $
      
      
      $
      
      
      $Shares issued for cash at $0.0001
        per share on November 16, 2009
      -
      
      
      -
      
      1,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -Shares issued for cash at $0.000025 per share on
        December 5, 2009
      -
      
      
      -
      
      15,999,000
      
      
      400
      
      
      -
      
      
      -
      
      
      400Net loss for the period
      -
      
      
      -
      
      -
      
      
      -
      
      
      -
      
      
      (1,179
      )
      
      (1,179
      )Balance December 31, 2009
      -
      
      
      -
      
      16,000,000
      
      
      400
      
      
      -
      
      
      (1,179
      )
      
      (779
      )Recapitalization - ODT
      -
      
      
      -
      
      2,000,100
      
      
      2,000
      
      
      6,999
      
      
      -
      
      
      8,999Imputed interest from shareholders
      -
      
      
      -
      
      -
      
      
      -
      
      
      3,009
      
      
      -
      
      
      3,009Net loss for the year
      -
      
      
      -
      
      -
      
      
      -
      
      
      -
      
      
      (66,056
      )
      
      (66,056
      )Balance December 31, 2010
      -
      
      
      -
      
      18,000,100
      
      
      2,400
      
      
      10,008
      
      
      (67,235
      )
      
      (54,827
      )Shares issued for cash at $0.01 per
        share on February 24, 2011
      -
      
      
      -
      
      6,000,000
      
      
      6,000
      
      
      54,000
      
      
      -
      
      
      60,000Imputed Interest from shareholders
      -
      
      
      -
      
      -
      
      
      -
      
      
      1,626
      
      
      -
      
      
      1,626Net loss for the period
      -
      
      
      -
      
      -
      
      
      -
      
      
      -
      
      
      (14,475
      )
      
      (14,475
      )Balance March 31, 2011
      -
      
      
      -
      
      24,000,100
      
      
      8,400
      
      
      65,634
      
      
      (81,710
      )
      
      (7,676
      )


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

---

8

|Online Disruptive Technologies, Inc. 
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows

|                                                           |  |              |   |  |              |   |  | For the period |  
|---------------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | -------------- | -
|                                                           |  |              |   |  |              |   |  | from           |  
|                                                           |  |              |   |  |              |   |  | November 16,   |  
|                                                           |  |              |   |  |              |   |  | 2009           |  
|                                                           |  | Three months |   |  | Three months |   |  | (inception) to |  
|                                                           |  | ended March  |   |  | ended March  |   |  | March 31,      |  
|                                                           |  | 31, 2011     |   |  | 31, 2010     |   |  | 2011           |  
|Cash flow from Operating Activities                        |  | $            |   |  | $            |   |  | $              |  
|Net income (loss) for the period                           |  | (14,475      | ) |  | 3            |   |  | (81,710        | )
|Adjustment for items not involving
      cash:             |  |              |   |  |              |   |  |                |  
|Imputed interest                                           |  | 1,626        |   |  | -            |   |  | 4,635          |  
|Changes in non-cash working capital
      items:           |  |              |   |  |              |   |  |                |  
|Increase in
      accounts payable and accrued liabilities |  | (2,160       | ) |  | (400         | ) |  | 7,327          |  
|Net Cash (Used in) Operating Activities                    |  | (15,009      | ) |  | (397         | ) |  | (69,748        | )
|Cash flow from Financing Activities                        |  |              |   |  |              |   |  |                |  
|Common shares issued, net of issuance costs                |  | 60,000       |   |  | -            |   |  | 60,400         |  
|Increase in loan
      payable  related parties           |  | -            |   |  | 400          |   |  | 56,862         |  
|Net Cash Provided by Financing Activities                  |  | 60,000       |   |  | 400          |   |  | 117,262        |  
|Cash flow from Investing Activities                        |  |              |   |  |              |   |  |                |  
|Cash acquired on acquisition of subsidiary                 |  | -            |   |  | 14,910       |   |  | 14,910         |  
|Website
      development costs                            |  | -            |   |  | -            |   |  | (3,775         | )
|Net Cash Provided by Investing Activities                  |  | -            |   |  | 14,910       |   |  | 11,135         |  
|Net Increase in Cash and Cash equivalents                  |  | 44,991       |   |  | 14,913       |   |  | 58,649         |  
|Cash and Cash equivalents, Beginning
      of              |  |              |   |  |              |   |  |                |  
|Period                                                     |  | 13,658       |   |  | 8            |   |  | -              |  
|Cash and Cash equivalents, End of Period                   |  | 58,649       |   |  | 14,921       |   |  | 58,649         |  
|Supplementary Information                                  |  |              |   |  |              |   |  |                |  
|Interest Paid                                              |  | -            |   |  | -            |   |  | -              |  
|Income Taxes
      Paid                                    |  | -            |   |  | -            |   |  | -              |  

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

---

9

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 1 - Nature of Operations

Online Disruptive Technologies, Inc. (ODT or the Company)
was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company
is in the business of operating websites with advertising revenue platforms. The
Company has limited operations and in accordance with ASC 915, is considered a
development stage company that has had no revenues from inception to date. The
Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the
issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc.
(RS or RelationshipScoreboard.com), a company incorporated on November 16,
2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the
Companys common stock. Upon the completion of the acquisition, the former sole
shareholder of RS held 89% of the Companys issued and outstanding common stock.
As a result, the transaction was accounted for as a reverse takeover transaction
(RTO) for accounting purpose, as RS was deemed to be the acquirer, and these
consolidated financial statements are a continuation of the financial statements
of RS.

These 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 suffered a recurring
loss and had a working capital deficit of $16,001 as at March 31, 2011 (2010  a
working capital deficit of $63,152) which raises substantial doubt about the
Companys ability to continue as a going concern. These financial statements do
no 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 generate
profitable operations in the future. Managements plan in this regard is to
secure additional funds through future equity financings. Such financings may
not be available or may not be available on reasonable terms to the Company.

Note 2  Acquisition - ODT

In connection with the RTO described above and prior to the
acquisition, ODT had no business and did not meet the definition of a business
under ASC 805, Accounting for Business Combinations. Accordingly, the reverse
takeover of ODT by RS has been accounted for as a capital transaction, in
respect of which the net assets of ODT on March 24, 2010 were accounted for as a
recapitalization of RS. A breakdown of ODTs net assets as at March 24, 2010 is
as follows:

March 24, 2010Total assets  cash only
    $
    14,910Total liabilities
    
    (5,911
    )Net assets
      acquired
    $
    8,999


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10

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 3 - Significant Accounting Policies

a) Basis of PresentationThese financial statements
have been prepared in conformity with generally accepted accounting principles
in the United States of America (US GAAP). All adjustments considered
necessary for a fair presentation of financial position, results of operations
and cash flows as at March 31, 2011 have been included.

b) Accounting MethodThe Companys financial
statements are prepared using the accrual method of accounting.

c) Use of EstimatesThe preparation of 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. Significant areas require use of estimates include valuation
allowance for deferred income tax assets. Actual results could differ from those
estimates.

d) Foreign Currency TranslationThe Companys
functional currency is U.S. dollars. 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.

e) Cash and Cash EquivalentsCash and cash
equivalents consist entirely of readily available cash balances. There were no
cash equivalents as of March 31, 2011 and December 31, 2010.

f) Stock-based CompensationThe Company accounts its
stock options and similar equity instruments issued in accordance with ASC 718,
Share-Based Payment. Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the fair value at
the grant date, and expensed over the expected vesting period. ASC 718 requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.

As at March 31, 2011 the Company had no stock options issued
and outstanding.

g) Revenue RecognitionOperating revenue consist of
advertising revenue. The point in time at which revenues are recognized is
determined in accordance with ASC 605-10 (formerly Staff Accounting Bulletin No.
104, Revenue Recognition). Revenues are recorded when the Company delivers
services to its customers and collection is reasonably estimated.

---

11

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 3 - Significant Accounting Policies (contd)

h) Income TaxesIncome 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 or substantially 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 income tax liabilities and assets is recognized in
income in the period that the change occurs. Deferred income tax assets are
recognized to the extent that they are considered more likely than not to be
realized.

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

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

j) Earnings (Loss) Per ShareThe Company adopted
Financial Accounting Standards ASC subtopic 260-10, Earnings Per Share, which
simplifies the computation of earning per share requiring the restatement of all
prior periods.

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. For the
three month period ended March 31, 2011, the basic loss per share is equal to
the diluted loss per share as there are no potential dilutive securities.

k) Financial Instruments and Fair Value of Financial
InstrumentsFair 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:

---

12

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 3 - Significant Accounting Policies (contd)

k) Financial Instruments and Fair Value of Financial
Instruments (contd)

- 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 March 31, 2011, the fair value of cash and cash
equivalents was measured using Level 1 inputs.

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

l) Website Development Costs

Website development costs relate to the development of the
Company's internet website. These costs have been capitalized as incurred and
installed and are being amortized over the estimated useful life of three years
on a straight line basis. The Company accounts for these costs in accordance
with ASC 350, Intangibles,which specifies the appropriate accounting for
costs incurred in connection with the development and maintenance of
websites.

m) Recently Adopted Accounting Pronouncements

In October 2009, the FASB issued Accounting Standards Update
2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. This update addressed the accounting for multiple-deliverable
arrangements to enable vendors to account for products or services
(deliverables) separately rather than a combined unit and will be separated in
more circumstances that under existing US GAAP. This amendment has eliminated
that residual method of allocation. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company adopted this
standard on January 1, 2011 and the adoption of ASU 2009-13 did not have a
material effect on the financial position, results of operations or cash flows
of the Company.

In October 2009, the FASB issued Accounting Standards Update
2009-14, Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for revenue
arrangements that include both tangible products and software elements.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company adopted this standard on January 1, 2011 and the adoption
of ASU 2009-14 did not have an effect on the financial position, results of
operations or cash flows of the Company.

---

13

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 3 - Significant Accounting Policies (contd)

m) Recently Adopted Accounting Pronouncements
(contd)

In January 2010, the FASB issued ASU No. 2010-06 regarding fair
value measurements and disclosures and improvement in the disclosure about fair
value measurements. This ASU requires additional disclosures regarding
significant transfers in and out of Levels 1 and 2 of fair value measurements,
including a description of the reasons for the transfers. Further, this ASU
requires additional disclosures for the activity in Level 3 fair value
measurements, requiring presentation of information about purchases, sales,
issuances, and settlements in the reconciliation for fair value measurements.
This ASU is effective for fiscal years beginning after December 15, 2010, and
for interim periods within those fiscal years. The Company adopted this standard
on January 1, 2011 and the adoption of ASU 2010-06 did nothave a material impact
on our financial statements.

In February 2010, the FASB issued ASC No. 2010-09, Amendments
to Certain Recognition and Disclosure Requirements, which eliminates the
requirement for SEC filers to disclose the date through which an entity has
evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter
beginning after December 15, 2010. The adoption of ASC No. 2010-09 is not
expected to have a material impact on the Companys financial statements ASU No.
2010-13 was issued in April 2010, and clarified the classification of an
employee share based payment award with an exercise price denominated in the
currency of a market in which the underlying security trades. This ASU will be
effective for the first fiscal quarter beginning after December 15, 2010, with
early adoption permitted. The Company adopted this standard on January 1, 2011
and the adoption of ASU No. 2010-13 did not have a material impact on the
Companys financial statements.

In April 2010, the FASB codified the consensus reached in
Emerging Issues Task Force Issue No. 08-09, Milestone Method of Revenue
Recognition. FASB ASU No. 2010-17 Revenue Recognition Milestone Method (Topic
605) provides guidance on defining a milestone and determining when it may be
appropriate to apply the milestone method of revenue recognition for research
and development transactions. FASB ASU No. 2010  17 is effective for fiscal
years beginning on or after June 15, 2010, and is effective on a prospective
basis for milestones achieved after the adoption date. The Company adopted this
standard on January 1, 2011 and the adoption of ASU 2010-17 did not have a
material impact on its financial position or results of operations.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives
and Hedging Topic 815 Scope Exception Related to Embedded Credit Derivatives.
This ASU clarifies the guidance within the derivative literature that exempts
certain credit related features from analysis as potential embedded derivatives
requiring separate accounting. The ASU specifies that an embedded credit
derivative feature related to the transfer of credit risk that is only in the
form of subordination of one financial instrument to another is not subject to
bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging 
Embedded Derivatives  Recognition. All other embedded credit derivative
features should be analyzed to determine whether their economic characteristics
and risks are clearly and closely related to the economic characteristics and
risks of the host contract and whether bifurcation is required. The Company
adopted this standard on January 1, 2011 and the adoption of ASU 2010-11 did not
have a material impact on the Companys financial statements.

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14

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 3 - Significant Accounting Policies (contd)

m) Recently Adopted Accounting Pronouncements
(contd)

In April 2010, the FASB issued ASU 2010-13, CompensationStock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades, or ASU 2010-13. This ASU provides amendments to Topic
718 to clarify that an employee share-based payment award with an exercise price
denominated in currency of a market in which a substantial portion of the
entitys equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in this ASU are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The Company adopted this standard on January 1, 2011 and the adoption of
ASU 2010-13 did not have a significant impact on its financial statements.

n) Recently Issued Accounting Pronouncements

In April 2011, the FASB issued authoritative guidance to
clarify when a restructuring constitutes a troubled debt restructuring. In
evaluating whether a restructuring constitutes a troubled debt restructuring, a
creditor must separately conclude that two conditions exist: (1) the
restructuring constitutes a concession and (2) the debtor is experiencing
financial difficulties. The guidance will be effective for interim and annual
reporting periods beginning after June 15, 2011 and will be applied
retrospectively to the beginning of the annual period of adoption. The Company
does not anticipate that the guidance will have an impact on the Companys
financial statements.

Other accounting pronouncements that have been issued or
proposed by the FASB or other standards-setting bodies that do not require
adoption until a future date are not expected to have a material impact on the
Companys financial statements upon adoption.

Note 4  Website Development Costs

The Company incurred and capitalized $8,325 related to its
ongoing website development. Upon the completion of the website, the capitalized
website costs will be amortized over the estimated useful life of 3 years. As at
March 31, 2011, the website has not yet been completed.

Note 5  Loans Payable  Related Parties

As at March 31, 2011, the loans payable included
followings:

- $56,462 payable to a shareholder of the Company. The amount is unsecured,
  non-interest bearing and due on demand.
- $400 payable to a director and principal shareholder of the Company. The
  amount is unsecured, non-interest bearing and due on demand.

During the three month period ended March 31, 2011, the Company
recorded imputed interest on the loans payable from related parties at a market
rate of 11.68% thereby leading to the recognition of interest expense of $1,626.
A corresponding amount was classified as additional paid-in capital.

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15

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|March 31, 2011                                

Note 6  Related Party Transactions

See Note 5.

Note 7  Stockholders Equity

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

- On November 16, 2009, RS issued 1,000 common shares at $0.0001 per share
  for total proceeds of $0.10.
- On December 5, 2009, RS issued 15,999,000 common shares at $0.000025 per
  share for total proceeds of $400.

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

- On November 16, 2009, the Company issued 100 common shares at $0.001 per
  share for total proceeds of $0.10.
- On December 2, 2009, the Company issued 200,000 common shares at $0.01 per
  share for total proceeds of $2,000.
- On January 7, 2010, the Company issued 1,800,000 common shares at $0.01
  per share for total proceeds of $18,000.

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

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

Note 8  Commitments and Guarantees

The Company did not enter into any commitments nor did it
become a guarantor to any parties as at March 31, 2011.

Note 9  Comparative Figures

Certain comparative figures have been reclassified in order to
conform to the current periods financial statement presentation.

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16

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

This quarterly report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for future operations.
In some cases, you can identify forward-looking statements by the use of
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. Examples of forward-looking
statements made in this quarterly report on Form 10-Q include statements
about:

- Our business plans,
- Our ability to raise additional finances,
- Our anticipated users for the website,
- Our design of our website, and
- Our future investments and allocation of capital resources.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- General economic and business conditions,
- Our ability to complete our website,
- Our ability to attract users to our website,
- Our lack of operating history,
- Our reliance on our sole director and officer, and
- The risks in the section of this quarterly report entitled Risk Factors,

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.

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 report, the terms we, us and our mean
Online Disruptive Technologies, Inc. and our wholly-owned subsidiary
Relaitonshipscoreboard.com Entertainment, Inc. In this report, unless otherwise
specified, all dollar amounts are expressed in United States dollars and all
references to common shares refer to the common shares in our capital stock.

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17

Our Current Business

We are a start-up development stage company. We own the domain
name RelationshipScoreboard.com and have commenced the development of our
flagship social networking website. The premise behind
RelationshipScoreboard.com (RS.com) is that we as human beings are
curious about relationships and their inner workings. Everyone wants to know
what defines a good relationship, what elements make a relationship work, and
how much each partner should invest and contribute into the relationship in
order to make it function on a balanced basis. We believe this website will
provide objective perspectives on what people value most in a relationship and
it will help people ease their concerns about their own interactions.

To learn about celebrity relationships, we read gossip
magazines such as US Weekly, Star, and The Enquirer. We peruse gossip websites
such as TMZ.com and perezhilton.com and we watch shows like Entertainment
Tonight to delve into the lives of others. We want to know who is dating who,
who is getting married, who is cheating, who is breaking up and who is getting
divorced. We debate amongst ourselves whether we think a specific couple is a
good fit for one another, and how long we think the relationship will last. This
curiosity applies not only to celebrity relationships but within our own social
networks as well.

Social networking websites are designed to keep people
connected and essentially to build an online community. We believe that RS.com
will serve as an interactive website where people can socialize, share
relationship advice and score others relationships based on a series of
questionnaires. While the evaluation of others and their interpersonal
relationships tends to be a serious topic of discussion, the purpose of this
website is to add a comedic or anecdotal edge to the relationship subject
matter. We believe that the entertainment value of rating relationships of
others will keep people coming back for more and therefore continually enhance
the traffic of the website.

While people are prone to subjectively judging the
relationships of others, the unique feature of RS.com is that it will provide a
series of mathematical algorithms to provide for much more scientific means of
achieving a relationship score. Using its array of formulas and algorithms,
RS.com will allow its users to (a) evaluate whether a given relationship is
functional or not; (b) determine which partner is winning the relationship
battle (the definition of winning being getting more out of the relationship
than the other party); (c) guesstimate how long the relationship will last; and
(d) consider with whom the relationship partners would be better off aligning
themselves. Users will have the ability to answer a series of questions
regarding any specific relationship, which will in turn help score the
relationship. The scoring options will include friends relationships,
relationships of strangers, and celebrity relationships as well, depending on
which sections of the website they choose to enter. With such a broad base of
social media users, the opportunity to attract people to the website will be
within arms reach. We believe that RS.coms unique attributes will allow it to
succeed in attracting attention and traffic amongst the vast array of social
networking websites.

Plan of Operation

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

If we are unable to attract enough users to our website and
obtain revenue from advertising, will need to find alternative sources of
capital, such as a public offering, a private placement of securities, or loans
from our officer or others in order for us to maintain our operations past that
12 month period. At the present time, we have not made any arrangements to raise
additional cash other than this offering. If we need additional cash and cannot
raise it, we will either have to suspend operations until we do raise the cash,
or cease operations entirely.

Milestones for Development

The following is a detailed description of the actions and
timing of our planned operations over the next 12 months:

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18

Milestone
    
    Actions Required
    Completion Date
    Approximate
      CostsLaunch Website
    
      
    Hire
      IT professionals to complete back end of website including final
      version of mathematical algorithms used to score relationships.
      Finish graphic designs.
    May 31, 2011
    $10,000Focus on Advertisement of Website
      
    Perform search engine optimization. Use guerrilla
      marketing techniques to promote site. Begin working on social
      marketing integration with sites such as facebook and twitter.
    Q3, 2011
    $5,000Launch Improved Website
     
    Complete code for online store, forum, and advice
      section of website. Continue working on advertisement of website,
      including, if feasible, mainstream advertising.
    Q4 of 2011
    $15,000Expansion of Advertisement of Website
      
    If revenues support expansion, hire employees to
      provide advice and feedback to users. Implementation of
      bulletin-board chatroom. Add integration with social media sites such
      as Facebook and Twitter.
    Q1 of 2012
    $10,000


We anticipate the costs for the development of our website will
be substantially reduced due to the uncompensated time and effort of our sole
director and officer. We anticipate that upon the launch of the website will we
begin to earn minimal revenue. As traffic to the website increases, we
anticipate that our revenues will increase.

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 month period ended March 31, 2011, we incurred
expenses of $14,475 including $9,350 in audit and accounting fees, $2,190 in
legal fees, $1,503 in filing and transfer agent fees, $1,626 in interest expense
and a recovery of bank charges of $194. These expenses relate primarily to the
ongoing maintenance of the Company and the filing of necessary registration
statements and annual report. For the period three month period ended March 31,
2010, we incurred no operating expenses but recovered $3 of previously expensed
bank charges. The increase in expenses in the three month period ended March 31,
2011 as compared to the three month period ended March 31, 2010 was primary due
to enhanced corporate activity as we moved forward with the development of our
flagship website as well as becoming a reporting issuer.

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19

Liquidity And Capital Resources

Working Capital

|                             |   |                |   |   | As at        |   |  | Percentage | 
|---------------------------- | - | -------------- | - | - | ------------ | - |  | ---------- | 
|                             |   | As at          |   |   | December 31, |   |  | Increase / | 
|                             |   | March 31, 2011 |   |   | 2010         |   |  | (Decrease) | 
|Current Assets               | $ | 58,649         |   | $ | 13,658       |   |  | 329.4%     | 
|Current Liabilities          | $ | 74,650         |   | $ | 76,810       |   |  | (2.8%)     | 
|Working Capital (Deficiency) | $ | (16,001        | ) | $ | (63,152      | ) |  | (74.7%)    | 

Cash Flows

|                                      |   | Three Month    |  |   | Three Month    | 
|------------------------------------- | - | -------------- |  | - | -------------- | 
|                                      |   | Period Ended   |  |   | Period Ended   | 
|                                      |   | March 31, 2011 |  |   | March 31, 2010 | 
|Cash used in Operating Activities     | $ | 15,009         |  | $ | 397            | 
|Cash provided by Investing Activities | $ | 0              |  | $ | 14,910         | 
|Cash provided by Financing Activities | $ | 60,000         |  | $ | 400            | 
|Net Increase (Decrease) in Cash       | $ | 44,991         |  | $ | 14,913         | 

We anticipate that we will incur approximately $50,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Exchange Act during the
next twelve months. These outflows are in addition to the minimum $40,000 of
addition development costs to be incurred relative to our website as detailed
above. As of the date of this report we had cash of $58,649, accordingly, we
will need to obtain additional financing in order to complete our business
plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of $15,009
during the three month period ended March 31, 2011 and $397 during the three
month period ended March 31, 2010. Cash used in operating activities was funded
primarily by cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the
three month period ended March 31, 2011. Cash provided by investing activities
during the three month period ended March 31, 2010 was a result of the cash that
we acquired when we completed the reverse takeover transaction on March 24,
2010.

Cash from Financing Activities

We generated cash of $60,000 from financing activities during
the three month period ended March 31, 2011 from our initial public offering
compared to cash of $400 generated from financing activities during the three
month period ended March 31, 2010.

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20

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 March 31, 2011, our company has accumulated losses of $81,710
since inception. We do not have sufficient working capital to enable us to carry
out our stated plan of operation for the next twelve months.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above in their report on the
financial statements for the year ended December 31, 2010, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

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

Future Financings

We anticipate continuing to rely on equity sales of our shares
of common stock in order to continue to fund our business operations. Issuances
of additional shares will result in dilution to our existing stockholders. There
is no assurance that we will achieve any additional sales of our equity
securities or arrange for debt or other financing to fund our planned
activities.

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

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

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

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21

Managements Report on Internal Control Over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, our management, with the participation of
our principal executive officer and principal financial officer has conducted an
assessment, including testing, using the criteria in Internal Control 
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Our system of internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.

Our Management, including our principal executive officer and
our principal financial officer, conducted an evaluation of the design and
operation of our internal control over financial reporting as of March 31, 2011
based on the criteria set forth in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not
effective as at March 31, 2011 due to the following material weaknesses which
are indicative of many small companies with small staff: (i) inadequate
segregation of duties and ineffective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of both US GAAP and SEC guidelines.

Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period
covered by this quarterly report on Form 10-Q, we have not been able to
remediate the material weaknesses identified above. To remediate such
weaknesses, we plan to implement the following changes during our fiscal year
ending December 31, 2011: (i) appoint additional qualified personnel to address
inadequate segregation of duties and ineffective risk management; and (ii) adopt
sufficient written policies and procedures for accounting and financial
reporting. The remediation efforts set out in (i) is largely dependent upon our
company securing additional financing to cover the costs of implementing the
changes required. If we are unsuccessful in securing such funds, remediation
efforts may be adversely effected in a material manner.

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting during the fiscal quarter ended March 31, 2011 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, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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22

ITEM 1A. RISK FACTORS.

Risks And Uncertainties

Risks Associated With Our Financial Condition

The fact that we have not generated any significant
revenues since our inception raises substantial doubt about our ability to
continue as a going concern.

We have not generated any revenues since our inception on
November 16, 2009. Since we are still in the early stages of operating company
and because of the lack of operating history, we will, in all likelihood,
continue to incur operating expenses without significant revenues for the
foreseeable future. Our primary source of funds has been the sale of our common
stock. We cannot assure that we will be able to generate enough interest in our
website. If we cannot attract a significant customer base, we will not be able
to generate any significant revenues or income. In addition, if we are unable to
establish and generate significant revenues, or obtain adequate future
financing, our business will fail and you may lose some or all of your
investment in our common stock.

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

We incurred a net loss of $81,710 for the period from November
16, 2009 (date of inception) to March 31, 2011 and have not generated any
revenues since our inception. Because we have incurred losses from operations
since inception, have not attained profitable operations and are dependent upon
obtaining adequate financing to fulfill our business operations, in their report
on our financial statements for the period from November 16, 2009 (date of
inception) to December 31, 2010, our independent auditors included an
explanatory paragraph regarding the substantial doubt about our ability to
continue as a going concern.

Our ability to continue as a going concern is depending upon
our ability to generate future profitable operations and to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. We have not generated any revenues since
our inception on November 16, 2009. We will continue to incur operating expenses
without significant revenues for the foreseeable future. We cannot assure that
we will be able to generate enough interest in our website to obtain significant
revenues. If we cannot attract a significant user base, we will not be able to
generate any significant revenues or income. In addition, if we are unable to
establish and generate significant revenues, or obtain adequate future
financing, our business will fail and you may lose some or all of your
investment in our commons stock.

If we are unable to obtain financing in the amounts and
on terms and dates acceptable to us, we may not be able to expand or continue
our operations and developments and so may be forced to scale back or cease
operations or discontinue our business and you could lose your entire
investment.

During the fiscal year ended December 31, 2010, we procured
additional loan financing of approximately $57,000 in order to provide for
certain working capital requirements. On February 24, 2011, we closed a primary
offering for gross proceeds of $60,000. However, we do not currently have any
arrangement for additional financing. For the foreseeable future, we intend to
fund our operations and capital expenditures from our cash on hand and
additional financings. We estimate that we will not be able to initiate our
planned operations using currently available capital resources. Our capital
resources are insufficient to fund our planned operations for the next 12 month
period, as we estimate that we require a total of $90,000 in addition to our
existing working capital deficiency of $16,001. We will have to raise additional
funds for the continued development of our business and the marketing of our
products. Such additional funds may be raised through the sale of additional
stock, stockholder and director advances and/or commercial borrowing. There can
be no assurance that a financing will continue to be available if necessary to
meet these continuing development costs or, if the financing is available, that
it will be on terms acceptable to us. The issuance of additional equity
securities by us will result in a significant dilution in the equity interests
of our stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments. If we are
unable to obtain financing in the amounts and on terms deemed acceptable to us,
we may not be able to expand or continue our operations and developments and so
may be forced to scale back or cease operations or discontinue our business and
you could lose your entire investment.

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23

Risk Associated with our Business

To date we have not developed our website and do not have
any customers.

Our website is not complete and we are currently working on its
development. There is no guarantee that we will be able to develop our website.
If we cannot develop our website, we would be unable to implement our plan and
our business might ultimately fail.

We cannot guarantee that we will ever have any customers. Even
if we obtain customers, there is no guarantee that we will generate a profit. If
we cannot generate a profit, we will have to suspend or cease operations.

We will be dependent on third parties to develop and maintain
our website, network infrastructure, and transaction processing systems as well
as to design and fulfill a number of customer service and other retail
functions. If such parties are unwilling or unable to continue providing these
services, our business could be severely harmed. To date, other than with
respect to the commissioning of the design of the website and the development of
the core functionality, we have not entered into any formal relationship with
any third parties to provide these services. Our success will depend on our
ability to build and maintain relationships with such third party service
providers on commercially reasonable terms. If we are unable to build and
maintain such relationships on commercially reasonable terms, we will have to
suspend or cease operations. If our customers become dissatisfied with the
services provided by these third parties, our reputation could suffer.

We may face risks related to activities of registered
users.

Our registered users upload their own content onto our website.
We will create a terms of use for such content in the terms and conditions of
our website and our users must agree to our submission agreement when they
upload their content. Disputes or negative publicity about the use of such
content could make members more reluctant to upload personal content or harm our
reputation. Our steps to monitor and review the content provided by our users
and to reduce our liability for such content may be inadequate and we could face
claims arising from or liability for making any such content available on our
website. Litigation to defend these claims or efforts to counter any negative
publicity could be costly and any other liabilities we incur in connection with
any such claims may harm our business, financial condition and results of
operations.

Government regulations and legal uncertainties concerning
the Internet could hinder our business operations.

Laws applicable to the Internet and online privacy generally
are becoming more prevalent. New laws and regulations may be adopted regarding
the Internet or other online services in the United States and foreign countries
that could limit our business flexibility or cause us to incur higher compliance
costs. The adoption of additional laws or regulations, either domestically or
abroad, may decrease the popularity or impede the expansion of Internet
marketing, restrict our present business practices, require us to implement
costly compliance procedures or expose us and/or our customers to potential
liability, which, in turn, could adversely affect our business. Furthermore, the
applicability of existing laws to the Internet is unsettled with regard to many
important issues, including intellectual property rights, export of encryption
technology, personal privacy, libel and taxation. It may take years to determine
whether and how such existing and future laws and regulations apply to us. If we
are required to comply with new regulations or new interpretations of existing
regulations, or if we are unable to comply with these regulations, our business
could be harmed.

The business of providing services over the internet is
difficult to evaluate and our business model is unproven.

Because we only recently began operations, it is difficult to
evaluate our business and prospects. Our revenue and income potential is
unproven and our business model is emerging. Further, our business plan is
derived from our sole director and officers experience. We may never achieve
favorable operating results or profitability.

We may be unable to generate significant advertising or
sponsorship revenues.

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We plan to derive a significant portion of our revenues from
advertising and sponsorship on our website. We may not, however, be able to
generate adequate advertising or sponsorship revenues. There are no widely
accepted standards that measure the effectiveness of web advertising.
Advertisers and sponsors that have traditionally relied on other advertising
media may be reluctant to advertise on the web. Advertisers that already have
invested substantial resources in other advertising or sponsor methods may be
reluctant to adopt a new strategy and our business would be adversely affected.

Different pricing models are used to sell advertising on the
internet. It is difficult to predict which, if any, will emerge as the industry
standard. The proliferation of websites across the internet may cause
advertising and sponsor pricing levels to exist or evolve to levels that are
below those originally anticipated in our business plan. This makes it difficult
to project future advertising and sponsor revenues. Moreover, certain security,
filtering and proprietary software programs that limit or prevent certain types
of advertising from being delivered to a web users computer are available and
prevalent. Widespread adoption of these types of software could adversely affect
the commercial viability of web advertising.

Changing consumer preferences will require periodic
product introduction.

As a result of changing consumer preferences, many websites are
successfully marketed for only a limited period of time. There can be no
assurance that any of our sites will continue to be popular for a prolonged
period of time. Our success will be dependent upon our ability to develop new
and improved content for our websites and product lines. Our failure to
introduce new content and product lines and to achieve and sustain market
acceptance and to produce acceptable margins could have a material adverse
effect on our financial condition and results of operations.

Our market is characterized by rapid technological
change, and if we fail to develop and market new technologies rapidly, we may
not become profitable in the future.

The Internet is characterized by rapid technological change
that could render our website prematurely obsolete. The development of our
website entails significant technical and business risks. We can give no
assurance that we will successfully use new technologies effectively or adapt
our website to customer requirements or needs. If our management is unable, for
technical, legal, financial, or other reasons, to adapt in a timely manner in
response to changing market conditions or customer requirements, we may never
become profitable which may result in the loss of all or part of your
investment.

If we do not attract customers to our website on
cost-effective terms, we will not generate a profit, which ultimately will
result in a cessation of operations.

Our success depends on our ability to attract retail customers
to our website on cost-effective terms. Our strategy to attract customers to our
website, which has not been formalized or implemented, includes viral marketing,
the practice of generating a buzz among Internet users in our products through
the developing and maintaining of weblogs or blogs, online journals that are
updated frequently and available to the public, postings on online communities
such as Yahoo!(R) Groups and amateur websites such as YouTube.com, and other
methods of getting Internet users to refer others to our website by e-mail or
word of mouth; search engine optimization, marketing our website via search
engines by purchasing sponsored placement in search results; and entering into
affiliate marketing relationships with website providers to increase our
visibility to Internet consumers. We plan to rely on viral marketing as the
primary source of traffic to our website, with search engine optimization and
affiliate marketing as secondary sources. Our marketing strategy may not be
enough to attract sufficient traffic to our website. If we are unsuccessful at
attracting a sufficient amount of traffic to our website, our ability to obtain
customers and our resulting financial performance will be harmed.

If we are unable to successfully manage growth, our
operations could be adversely affected, and our business may fail.

Our ability to manage growth effectively will depend on our
ability to improve and expand operations and to recruit operational, financial
and administrative personnel. There can be no assurance that management will be
able to manage growth effectively.

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Risks Associated with Our Management

Our executive officer devotes only part time efforts to
our business which may not be sufficient to successfully develop our
business.

The amount of time which our sole executive officer will devote
to our business is limited. Benjamin Cherniak, our president, secretary and
treasurer, currently devotes approximately 30% of his working time to our
company. Further, he has other business interests. While we expect him to
increase the percentage of his working time he devotes to our company if our
operations increase, the amount of time which he devotes to our business may not
be sufficient to fully develop our business. In addition, there exist potential
conflicts of interest including, among other things, time, effort, and corporate
opportunity involved with participating in other business entities. We have no
agreements with him as to how he allocates either his time to our company or how
he handles corporate opportunities. As a result, we may be unable to implement
our plan and our business might ultimately fail.

The loss of the services of our executive officer would
disrupt our operations and interfere with our ability to compete.

We depend upon the continued contributions of our sole
executive officer Benjamin Cherniak. He handles all of the responsibilities in
the area of corporate administration and business development. We do not carry
key person life insurance for him and the loss of his services would likely lead
to us being unable to implement our business plan and our business might
ultimately fail.

Because our sole officer and director is a national of
Canada, you may have no effective recourse against him for misconduct and you
may not be able to enforce judgment and civil liabilities against him or our
company.

Our sole officer and director is a national of Canada. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against him or our company, including judgments
predicated upon the civil liability provisions of the securities laws of the
United States or any state thereof.

Risks Associated with Our Common Stock

Because we do not intend to pay any dividends on our
common stock, investors seeking dividend income or liquidity should not purchase
shares of our common stock in this offering.

We do not currently anticipate declaring and paying dividends
to our stockholders in the foreseeable future. It is our current intention to
apply net earnings, if any, in the foreseeable future to increasing our working
capital. Prospective investors seeking or needing dividend income or liquidity
should, therefore, not purchase our common stock. We currently have no revenues
and a history of losses, so there can be no assurance that we will ever have
sufficient earnings to declare and pay dividends to the holders of shares of our
common stock, and in any event, a decision to declare and pay dividends is at
the sole discretion of our board of directors, which currently do not intend to
pay any dividends on shares of our common stock for the foreseeable future.

Our common stock has never been traded and, if a market
ever develops for our common stock, the price of our common stock is likely to
be highly volatile and may decline after the offering. If this happens,
investors may have difficulty selling their shares and may not be able to sell
their shares at all.

There is no public market for our common stock and we cannot
assure you that a market will develop or that any stockholder will be able to
liquidate his or her investment without considerable delay, if at all. A trading
market may not develop in the future, and if one does develop, it may not be
sustained. If an active trading market does develop, the market price of our
common stock is likely to be highly volatile. The market price of our common
stock may also fluctuate significantly in response to the following factors,
most of which are beyond our control:

- variations in our quarterly operating results;
- changes in market valuations of similar companies;

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26

- announcements by us or our competitors of significant new products; and
- the loss of key management or personnel.

The equity markets have, on occasion, experienced significant
price and volume fluctuations that have affected the market prices for many
companies securities that have been unrelated to the operating performance of
these companies. Any such fluctuations may adversely affect the market price of
our common stock, regardless of our actual operating performance. As a result,
stockholders may be unable to sell their shares, or may be forced to sell them
at a loss.

Because we can issue additional shares of our common
stock or preferred stock, purchasers of our common stock may experience dilution
in their ownership of our company in the future.

We are authorized to issue up to 500,000,000 shares of common
stock and 20,000,000 shares of preferred stock. As of May 10, 2011, there were
24,000,100 shares of our common stock issued and outstanding and no shares of
our preferred stock issued and outstanding. Our board of directors has the
authority to cause our company to issue additional shares of common stock or
preferred stock without the consent of any of our stockholders. Consequently,
our stockholders may experience dilution in their ownership of our company in
the future.

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

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines a 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.

The Financial Industry Regulatory Authority 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, which we refer to 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, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The 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 common stock and have an adverse effect on the
market for shares of our common stock.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

|Exhibit Number | Description                                                                                                                   
|-------------- | ------------------------------------------------------------------------------------------------------------------------------
|3.1(1)         | Articles of Incorporation                                                                                                     
|3.2(1)         | Bylaws                                                                                                                        
|10.1(1)        | Share Purchase Agreement dated March 24, 2010
      between Benjamin Cherniak and Online Disruptive Technologies, Inc.        
|10.2(1)        | Subscription Agreement between our company and
      Robbie Manis                                                             
|10.3(1)        | Subscription Agreement between our company and
      Brian Hough                                                              
|10.4(1)        | Subscription Agreement between our company and
      Peter Hough                                                              
|21.1           | Subsidiary of Online Disruptive Technologies, Inc.:
      Relationshipscoreboard.com Entertainment, Inc., a Nevada corporation
|31.1*          | Section 302 of the Sarbanes-Oxley Act of 2002 of
      Benjamin Cherniak                                                      
|32.1*          | Section 906 Certifications under Sarbanes-Oxley Act
      of 2002 of Benjamin Cherniak                                        

*Filed herewith.

(1)Incorporated by reference from our Registration
Statement on Form S-1 filed on August 10, 2010

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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/ Benjamin Chernaik                                   | 
|   | Benjamin Chernaik                                       | 
|   | President and Director                                  | 
|   | (Principal Executive Officer, Principal
      Financial | 
|   | Officer and Principal Accounting Officer)               | 
|   |                                                         | 
|   | Date: June 8, 2011                                      | 

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