Item 5.01 Changes in Control of Registrant

Pursuant to the terms of two private placement subscription agreements dated May 23, 2012 between our company, Giora Davidovits and Eyal Davidovits, the two investors purchased a combined total of 12,000,000 shares of common stock from us.

The purchase price of the shares was US $12,000, which was paid in cash and by the personal funds of Giora Davidovits and Eyal Davidovits.

Giora Davidovits and Eyal Davidovits will each own 11,000,000 shares of our company or 20.5% of our issued and outstanding stock.

FORM 10 INFORMATION

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 current report 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 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 $203,005 for the period from November 16, 2009 (date of inception) to March 31, 2012 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, 2011, 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 dependent 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.

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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, 2011, we closed a primary offering for gross proceeds of $60,000 and subsequent to the fiscal year ended December 31, 2011, we closed two private placements for gross proceeds of $17,750 and $12,000. In addition, we borrowed $50,000 with such debt giving conversion rights into common shares. 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 $100,000 for the maintenance of our company and a further $30,000 for the development and exploitation of our website. 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.

Risk Associated with our Business

To date we have not completed the development of our website however we still do not have any customers.

We do not have any paying customers and there is no guarantee that we will ever have any paying 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 continually 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.

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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 officers’ experience. We may never achieve favorable operating results or profitability.

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

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.

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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.

Risks Associated with Our Management

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

The amount of time which our executive officers 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 and David Eyal Davidovits, our Vice President, Business Development, currently devotes approximately 25% of his working time to our company. Further, each has other business interests. While we expect them to increase the percentage of their working time they devote to our company if our operations increase, the amount of time which they devote 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 either officer as to how they allocate either their time to our company or how they handle 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 officers would disrupt our operations and interfere with our ability to compete.

We depend upon the continued contributions of our executive officers Benjamin Cherniak and David Eyal Davidovits. They handle all of the responsibilities in the area of corporate administration and business development. We do not carry key person life insurance for them and the loss of their services would likely lead to us being unable to implement our business plan and our business might ultimately fail.

Because our officers and director are not citizens of the United States, you may have no effective recourse against them for misconduct and you may not be able to enforce judgment and civil liabilities against them or our company.

Our officers and director are not citizens of the United States. 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.

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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;
• 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 23, 2012, there were 53,750,100 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.

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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.

DESCRIPTION OF BUSINESS

Corporate History

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 interest in the acquisition of Relationshipscoreboard.com Entertainment, Inc. Our new controlling shareholders are considering other potential businesses for our company.

Our Business

Mineral Property Option Agreement

Effective November 21, 2011, we entered into a mineral property acquisition agreement (the “Agreement”) with Minera Del Pacifico, S.A. (“Minera”), whereby Minera agreed to sell us a 100% interest to exploit and commercialize the Muluncay concession (the “Property”) for a period of twenty years in exchange for 10,000,000 shares of our common stock. The Property covers an area of 374 hectares and is in the centre of the Portovelo-Zaruma mining camp, which is found in the cantons of Ayapamba and Paccha, Province of El Oro, southern Ecuador. Closing of the Agreement will occur three business days after we deliver notice to Minera of our intention to close. We have terminated the Agreement and will not be proceeding with the acquisition of the Property.

Overview of Website

Our business plan for our website is based solely on Mr. Cherniak's experience, as described in the section “Business Experience”.

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We are a start-up development stage company. We own the domain name “RelationshipScoreboard.com” and have recently launched the first version of our flagship social networking website: RelationshipScoreboard.com (“RS.com”). The premise behind 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 we anticipates 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.

Components of Website

There will be several components to the website and the interface will include the following:

All of the components of the website will be accessible from our homepage: www.relationshipscoreboard.com. We anticipate directing all our users to one URL, through which the users can access all of the components of the website.

We have launched a basic version of our website, which includes the scoreboard. We anticipate that during the course of the 2012 year, we will expand the website to include the remaining components of the website. We anticipate that in the latter half of fiscal 2012, we will begin the integration of our website with other social media websites.

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The Scoreboard

The scoreboard section will contain several mathematic questionnaires designed to assess existing relationships. Visitors can score relationships that have already been nominated for assessment or they can propose a new relationship for prospective analysis. A search tool will allow for users to scan the site by last name to see if the couple has already been nominated. The nominated relationships will be segregated by the geographic region (country state/province, city) in which the subjects of the relationship reside. Users must adhere to the following steps in order to nominate a relationship:

A. Step 1

The first step in the process would be to sign up and become a member of the site. Only a small amount of detail will be required during the registration process. This will include: name, site nickname or alias, avatar image, age, email address, username and password, how they found the site, and lastly if they would like to receive site updates and upcoming event information in the future (opt-in settings).

B. Step 2

The second step will require the nominator to input the names of the people in the relationship to be evaluated. They must first designate the country, state and city where the subject couple resides. The nominator should provide background information about the couple and describe the context of the relationship in question. They can post all of this with either their own name, with their site nickname or anonymously. There will also be an option to upload a picture of the couple who is being nominated. They will then be prompted to classify the type of relationship being evaluated as this will dictate the specific questionnaire to be used for the evaluation process. In the future, once the site is fully established, nominators may have the ability to modify or enhance the questions that will appear in the scoreboard; however, in the first version the questionnaires will be predetermined. Although in certain circumstances RS.com may create conflict or strain between family, friends, and the two individuals in the relationship, the goal is to have fun and keep everyone entertained.

Moreover, users can choose to nominate their own relationship, and they will be able to answer the questionnaire themselves before sending off the request to friends and family. This will provide insight for others to see how the nominee views their own relationship. They can also choose to score it anonymously.

As an added entertainment publicity stunt, users may choose to nominate a celebrity couple for scoring. We anticipate that RS.com will participate by nominating our own celebrity couples, and will also nominate a couple of the week in order to draw attention to this feature. We anticipated that the celebrity section will be a popular destination for site users. The celebrity relationships area will be updated frequently with new celebrity relationships, and postings of celebrity relationship gossip. It is our hope that once RS.com reaches critical mass, a partnership with a site like TMZ.com can become reality. We believe that this will ultimately help increase traffic at RS.com. When a TMZ.com visitor sees an update or gossip on a celebrity's relationship, that user will have the ability to “score” that relationship by going to TMZ.com's partner site, RS.com. Conversely, RS.com will have a link to TMZ.com. To date, we have not started any discussions with any website to partner with.

C. Step 3

The third step in the process will allow the nominator to share the questionnaire with his or her friends, or to publish the couple publicly so that anyone can score the relationship. The nominator will see a popup screen asking “what friends would you like to share this scoreboard with?” There will be two possible ways of selecting friends. The first option will allow the nominator to fill in email addresses into a pop up screen, with a personalized message indicating who the friends will be scoring etc. A link will be provided in the email sent out directing the friends to the scoreboard page. In order for the friends to fill out the scoreboard, registration will not be required, and each friend will have the option of scoring and posting anonymously or with the use of their own name. RS.com understands that inputting individual email addresses into a popup menu can be tedious and time consuming. One of the benefits of being a member of the website will be to have a personal friend list. This list, where each user will be able to add their other registered RS.com friends, will be present when sending out the scoring invitation. Only a check mark will be required next to each friend with whom the nominator chooses to share the questionnaire. Another option which would be extremely efficient will be to create a “Facebook application” which will provide each registered RS.com user with the ability to login to his or her Facebook account and access their list of Facebook friends. This will benefit the user due to ease of use, but will be equally beneficial to RS.com since having a Facebook application will help to enhance its validity and site appeal.

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If the nominator wishes to publicize this relationship entry without restriction, no selection of friends is necessary. Both members and non-members will be able to access and score the couple’s relationship without invitation in this case. With an unbiased audience owing no loyalty to either party, scoring their relationship should provide a fairly accurate outsider’s perspective. Although friends may know the couple better than complete strangers, friends may also be very hesitant to express their true feelings.

At the bottom of every private and public score sheet, each scorer will have the option of adding a comment. These comments will not be part of the actual posting section and therefore will not require the scorer to be a member in order to fill it out. Furthermore these comments will not affect the total score.

As detailed below, each nominated relationship is scored in a number of different ways based on respective sets of approximately 20 weighted questions. The responses to each question are then weighted depending on the relative importance of the subject matter of the particular question. Ultimately, the sum of the individually weighted scores will produce the aggregate score as calculated by the visiting reviewer. A detailed explanation of how the points are calculated will be provided to each user. Of course, there are different types of relationships and as such there will be different relationship categories to choose from. The questions will vary depending on the relationship type designated. Initially, all relationships will fall into one of four categories as outlined below:

Additional categories can be introduced based on demand as the site grows in popularity. It is recognized that the relationship scoring criteria that are important for a couple in high school are materially different from those that would concern a married couple. As an example, a relevant question for a married couple might be whether or not both parties share a similar view towards having children and building a family. For most high school students, building a family is not yet on the radar screen. A more relevant question for someone in high school might be whether both parties are equally popular or physically attractive. While the questions in each category are adjusted according to the nature of the relationship, the end result is the same in that for any category, three unique score results are generated as follows:

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Score of 80-100: Get the referee to stop this beating.

Score of 60-79: Congratulations, we have a winner.

Score of 40-59: Don't look now but we are in the range of relationship bliss.

Score of 20-39: Better dust off the number for your divorce lawyer.

Score of 19 or less: Ouch. Remember that suicide is not an option.

Note that a multitude of “sayings” will be generated randomly on every score sheet. This will decrease the probability of users encountering the same results.

As an added bonus, after scoring the relationship, users will have the option to make suggestions on who they believe would be a better match for the nominees. They can even choose to upload a picture of the person they have proposed for hooking up. We anticipate that this will be a fun attention-grabber that will help generate more traffic to the site.

Additional Features of the Scoreboard:

1. Video Questionnaire

When initially nominating a relationship for review, the nominator will have the option of posting a video clip answering relationship questions created by RS.com. Once both members in the relationship are at the computer with the webcam on, they will be able to prompt the RS.com video questionnaire. Once initiated, a live screen will open and they will be able to record their video. The first question will appear on the bottom of the screen and they will be prompted to answer each question in under a minute. Once they have finished answering each question, they can click on the button “Next Question” which will be present below the screen. If the minute for any individual question is up, the prompter will automatically ask the next question. If some questions are too personal, the couple can choose to click on next question, which will help to avoid any embarrassment. This approach is more personal giving the friends and public a chance to see the couple interact with each other, and formulate their own opinions. Obviously it is preferred for the actual couple to use this feature, however even if the nominator is not one of the individuals in the featured relationship, that individual will still have the option of going through with the video questionnaire.

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2. Comment Section

In any nominated relationship, whether accessible by the public at large or simply the subset community authorized, there will be an option for members to post comments at the bottom of the page. Comments can be posted on a public or anonymous basis. Only members will be able to post in this section (although they can post anonymously), adding additional incentive to sign up on RS.com.

Advice Corner

In the advice corner, similar to “Dear Abby,” users will be able to write to an advice columnist who will be online daily to respond to all relationship queries. The advice columnist will respond to the five most interesting questions of the day, and can also do weekly “chat sessions” with live questions and answers. We believe that this will be a popular feature since it will give the users a chance to get feedback on their important relationship questions. Although the website is light and fun, this can be an area where people are free to ask serious questions and get real advice from a professional, albeit one with a sense of humor. We believe that it will help add a sense of authenticity and legitimacy to RS.com. Initially the principals of RSE will serve as the expert dispensers of advice. In time, with the projected growth in traffic, we anticipate that we will engage celebrities to serve as the advice givers on a rotating basis.

Editorials

We anticipate that RS.com will be a destination for those seeking compelling articles related to dating, relationships, marriage advice, and other related topics. We anticipate that there will be both featured and guest editorial writers who wish to expand their following by providing free content as well as subscription-based content to our user base. This can be helpful for users who are hesitant or wary of posting their own questions at the advice corner. The guidance will be readily available to them through these postings and articles.

Online Store

At the online store, we anticipate that users will have the option of purchasing RS.com merchandise. Items will include funny t-shirts, mugs, key chains, and hats etc. with scoreboard 'final results' phrases such as: “My relationship has been scored and...we are meant for each other”, “Apparently it's over next week”, “My friends are so kind....” All of the merchandise will be tagged with the website name 'RelationshipScoreboard.com'. A “staff favorites” area of the store will be created where RS.com staff can give some suggestions as to what the customers should purchase. Other products may include flower bouquets (when the relationship is having problems), boxes of chocolates, lingerie, seductive music, candles, romance novels, Valentine’s Day gifts, restaurant coupons, wine, weekend getaway specials and babysitter services.

We anticipate that initially we will keep minimal inventory for our store and such inventory will be kept in our office. We do not anticipate using any sophisticated procurement. We anticipate that we will rely on third party suppliers to procure our merchandise. Sales at our online store are anticipated to be minimal until we obtain significant brand recognition.

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Forum

Once traffic reaches a significant level, we anticipate that a forum will be introduced where members can select relationship driven topics and discuss with one another on an ongoing basis in an open forum. The forum would be moderated to ensure that all posts are appropriate.

Target Market

Social networking is defined as the interaction between a group of people who share a common interest. Social networking can be found in the workplace, churches, schools, etc. Over the last decade, the popularity of the Internet has led to the emergence of online social networking websites and an explosion in growth thereof. Traditional social networking websites are those that cater to the masses as opposed to specialized groups.

The primary target market for RS.com will be users between the ages of 13 and 45 due to the nature of the website. Given the partial focus on marital relationships, we believe that RS.com will garner reasonable attention from individuals in their thirties and forties. We believe that RS.com has similar characteristics to sites like Facebook and MySpace in that it keeps people connected and promotes social interaction; however, relationship scoring is an activity that we believe will hold particular appeal for high school, college, or university students. Teens and young adults are at the age when first relationships are becoming an important part of their lives and a significant topic of discussion, and we believe that they will be seeking approval from friends and family about their new love interests. We anticipate that RS.com will be yet another destination that will allow them to stay in touch with friends and share their ideas and opinions on these developing relationships. We anticipate that RS.com will be an online channel where they can feel free to express themselves without embarrassment or judgment. This website will provide an outlet to openly discuss the details of anything and everything related to the central ‘relationship health’ theme.

While the primary marketing efforts will be geared towards teens and young adults, we believe that there is significant potential to reach users between the ages of 25 and 55. We believe that adults are becoming more tech-savvy; learning to adapt to the modern forms of communication and social interaction, and they are seeking to reconnect with old friends and family. We believe that RS.com has the opportunity to help them do just that, in a fun and creative way.

Marketing Strategy

Marketing RS.com to the primary and secondary target markets will be executed through four distinct means:

Other Social Networking Websites

We anticipate that marketing to networks via Facebook, MySpace and Twitter will initially lead the way in bringing new users to the site and later, sites such as Bebo, Friendster, and similar websites can be used as valuable tools that will help market the website free of charge. Communities worldwide will have easy access to RS.com with the push of a button, and this type of exposure will help create a buzz.

Search Engine Optimization

Search Engine optimization is defined as the process of increasing traffic to a website via search engines, such as Google and Yahoo. The higher up in the search results list, the more people will ‘click through’ to visit the website. We anticipate that RS.com will update editorial content regularly and will target the content to specific keywords so as to maximize visibility with the search engines. We believe that this will, in turn, maximize its ranking and bring the maximum amount of visitors possible to the site.

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Banner Exchange

Via partnerships with select synergistic companies and websites, banner exchanges will be contemplated so as to drive traffic back and forth from the two sites, thus allowing both parties to benefit from the other’s user base. Dating websites will be ideally suited to banner exchange partnerships.

Media

We anticipate that RS.com will leverage its relationships with members of online, print, television, and radio media to generate as much exposure as possible upon the launch of the website. While RS.com has yet to formalize any such plans, its principal Benjamin Cherniak enjoys strong relationships with relevant media concerns and will commence serious discussions once the RS.com website is at a more advanced stage of development.

Competition

RS.com will be one of many social networking websites that is easily accessible to its target audience. The major players, as previously mentioned, are Facebook, My Space, and Twitter to name a few. Although these sites are similar in nature because they allow people to connect and interact on many levels, RS.com differs since, to our knowledge, its major themes are unmatched anywhere else. The commonalities between each of these social networking sites are obvious; however, we believe that RS.com will stand out due to its specific focus on relationships and the ability to apply mathematics to achieve an overall score from a relationship. The creation of this website is not expected to re-direct the four hundred million plus users away from these other sites, but rather to enhance their experience on the web by adding entertainment value and variety. We believe that these sites will be able to cross promote to the same targeted groups, and therefore increase all-around exposure.

Revenue Model

In order for RS.com to be profitable, several measures will be taken to generate revenues:

Contextual Advertising (Google)

We anticipate that RS.com will subscribe to Google’s Ad Sense. Once subscribed, Google will automatically deliver ads on RS.com that are targeted to our visitors. Each time an ad is clicked, a percentage of the funds paid to Google for that click will go to RS.com.

Banners

We anticipate that RS.com will target select corporations to pay upfront dollars for advertisement banners. Fees and rates will vary depending on the page, placement, and size of the advertisement on the website. Premium fees will be charged for the homepage while lesser fees will be charged for run of schedule advertisements that will continuously rotate throughout the website. Ideal advertisers will include dating websites, marriage counselors, and divorce lawyers. As soon as sufficient traffic has been realized, overtures will be made to potential banner advertisers. RS.com is contemplating selling a large sponsorship ad-spot based on an existing relationship with the owner of a prominent dating site. Although we anticipate that RS.com will most likely sell the advertisement for less dollars than it will be worth overall during the course of a full year cycle, we want to have an anchor sponsorship when we go live.

Affiliate Marketing

In addition to upfront dollars for banners, RS.com may choose to pursue affiliate deals so as to participate in ongoing revenues for the entire life cycle of clients that are introduced to its advertising partners. While this does not provide for committed up-front revenue to RS.com, we believe it allows RS.com to achieve a long-term revenue stream from the affiliate partner based on (a) the lifetime value of the customer referred by RS.com to the partner; and (b) the ability of RS.com to continually refer incremental customers to the partner site. Partners that offer interesting revenue-sharing affiliate deals include the likes of Match.com, AshleyMadison.com, AdultFriendFinder.com and Lavalife.com.

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RS.com Online Store

We plan that sales at RS.com’s online store will be minimal until we have obtained brand recognition. However, we anticipate that as traffic to our site increases, our sales through our store will increase.

Subscription Revenues

In due course, it is anticipated that subscription dollars can be earned by offering relationship advice and other exclusive content geared to individuals who wish to improve the quality of their relationships.

Governmental Regulations

Within the United States and Canada, the legal landscape for Internet privacy is new and rapidly evolving. Collectors and users of customer information over the Internet face potential liability for public disclosure of private information. Due to the increasing popularity and use of the Internet, it is likely that a growing number of laws and regulations will be adopted at the international, federal, state, local, and foreign levels relating to the Internet covering issues such as user privacy, pricing, content, copyrights, distribution, antitrust and characteristics and quality of services. Furthermore, if more stringent customer protection laws are imposed, additional burdens will be placed on those companies conducting business online. Moreover, the applicability to the Internet of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes, libel and personal privacy is uncertain and may take years to resolve. Any such new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet could harm our business.

Employees

As of the date hereof, our company does not have any employees other than Benjamin Cherniak.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Domain Name

We own the domain name realtionshipscoreboard.com. RSE purchased the domain name for a period of 3 years at a cost of $20. The domain name is renewable at any time.

Patents and Trademarks

We do not own any patents or trademarks.

DESCRIPTION OF PROPERTY

Principal Offices

Our principal offices are located at 3120 S. Durango Dr. Suite 305, Las Vegas, Nevada 89117. We are presently benefitting from free rental space until such time as our operations ramp up. Once we attain the necessary funding and increase our employee base, we will look for more spacious facilities to meet our growing needs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our management’s discussion and analysis of financial condition and results of operations provides a narrative about our financial performance and condition that should be read in conjunction with our audited financial statements for the period ended December 31, 2011 and related notes thereto and unaudited financial statements for the period ended March 31, 2012 and related notes thereto. Our financial statements for the period ended December 31, 2011 as filed on our annual report on Form 10-K on March 23, 2012 is hereby incorporated by reference. Our financial statements for the period ended March 31, 2012 as filed on our interim report on Form 10-Q on May 15, 2012 is hereby incorporated by reference.

Our management’s discussion and analysis of financial condition and results of operations provides a narrative about our financial performance and condition that should be read in conjunction with the audited financial statements of ODT and RSE for the period ended December 31, 2009, the audited consolidated financial statements for the period ended December 31, 2010 and audited consolidated financial statements for the year ended December 31, 2011 and related notes thereto included in this current report and the unaudited consolidated financial statements for the period ended March 31, 2012. This discussion contains forward looking statements reflecting our current expectations and estimates and assumptions about events and trends that may affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the sections of this Current Report on Form 8-K entitled “Risk Factors”.

The information for the year ended December 31, 2010 is a continuation of the financial statements of RSE and reflects the consolidation information of RSE for the year ended December 31, 2010 and ODT for the period from March 24, 2010 to December 31, 2010.

Plan of Operations

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, then we may use up our current working capital and 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. Our new controlling shareholders are considering other potential businesses for our company.