Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Dthera Sciences | |
Entity Central Index Key | 1,586,372 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 43,069,401 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 467,339 | $ 12,191 |
Deposits | 1,000 | 1,000 |
TOTAL CURRENT ASSETS | 468,339 | 13,191 |
LONG TERM ASSETS | ||
Property and equipment, net | 736 | 914 |
TOTAL LONG TERM ASSETS | 736 | 914 |
TOTAL ASSETS | 469,075 | 14,105 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 244,044 | 268,564 |
Accounts payable and accrued expenses, related party | 3,515 | 3,515 |
Derivative liabilities | 0 | 234,502 |
Notes payable | 70,000 | 20,000 |
Convertible notes payable, net | 0 | 67,345 |
TOTAL CURRENT LIABILITIES | 317,559 | 593,926 |
TOTAL LIABILITIES | 317,559 | 593,926 |
Preferred stock, 1,000,000 shares authorized. $0.001 par value; redeemable preferred stock series A, 150,000 designated; $0.0001 par value; 112,690 shares issued and outstanding as at March 31, 2017 and December 31, 2016 | 11 | 11 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock 200,000,000 shares authorized; $0.001 par value; 41,494,401 and 36,181,101 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 41,494 | 36,181 |
Stock subscriptions receivable | (10,000) | 0 |
Additional paid in capital | 2,585,488 | 1,362,387 |
Accumulated deficit | (2,465,477) | (1,978,400) |
Total Stockholders' Equity (Deficit) | 151,505 | (579,832) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 469,075 | $ 14,105 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.001 | $ .0001 |
Preferred stock, authorized/designated | 1,000,000 | 1,000,000 |
Common stock Par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 200,000,000 | 200,000,000 |
Common stock, Issued | 41,494,401 | 36,181,101 |
Common stock, outstanding | 41,494,401 | 36,181,101 |
Redeemable Series A Preferred Stock [Member] | ||
Preferred stock, authorized/designated | 150,000 | 150,000 |
Preferred stock, shares issued | 112,690 | 112,690 |
Preferred stock, shares outstanding | 112,690 | 112,690 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES | ||
Sales | $ 0 | $ 0 |
Cost of services | 0 | 0 |
GROSS PROFIT | 0 | 0 |
OPERATING EXPENSES | ||
Amortization and depreciation | 178 | 237 |
General and administrative | 302,947 | 154,507 |
Professional fees | 49,347 | 5,258 |
TOTAL OPERATING EXPENSES | 352,472 | 160,002 |
OPERATING LOSS | (352,472) | (160,002) |
OTHER EXPENSES | ||
Interest expense | (185,847) | (15,706) |
Gain on derivative liability | 142,835 | 0 |
Gain on extinguishment of debt | (91,593) | 0 |
TOTAL OTHER EXPENSES | (134,605) | (15,706) |
NET LOSS | $ (487,077) | $ (175,708) |
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted | 37,655,852 | 36,181,101 |
Loss per share - Basic and diluted | $ (0.01) | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Loss | $ (487,077) | $ (175,708) | |
Adjustments for non-cash items: | |||
Amortization and depreciation | 178 | 15,944 | |
Amortization of debt discount | 172,655 | 3,328 | |
Loss on extinguishment of debt | 91,593 | 0 | |
Loss on derivative liability | (142,835) | 0 | |
Options issued for services | 189,154 | 0 | |
Operating expense paid in behalf of the company | 0 | 18,149 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | 21,390 | |
Accounts payable and accrued liabilities | (24,520) | 7,839 | |
NET CASH USED IN OPERATING ACTIVITIES | (200,852) | (109,058) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
NET CASH USED IN INVESTING ACTIVITIES | 0 | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock, net | 846,000 | 0 | |
Proceeds from issuance of notes payable | 50,000 | 0 | |
Proceeds from issuance of convertible notes payable | 0 | 100,000 | |
Payments on convertible notes payable | (240,000) | 0 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 656,000 | 100,000 | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 455,148 | (9,058) | |
CASH AND CASH EQUIVALENTS - Beginning of period | 12,191 | 27,328 | $ 27,328 |
CASH AND CASH EQUIVALENTS - End of period | 467,339 | 18,180 | $ 12,191 |
Cash paid for interest | 18,000 | 0 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Common stock issued in extinguishment of debt | $ 183,260 | $ 0 |
1. Condensed Financial Statemen
1. Condensed Financial Statements | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Condensed Financial Statements | The accompanying financial statements of Dthera Sciences (the “Company”) have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2017, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2016 audited financial statements. The results of operations for the periods ended March 31, 2017 and 2016 are not necessarily indicative of the operating results for the full years. |
2. Going Concern
2. Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. Going Concern | The Company's financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of this Report, the Company had an accumulated deficit of $2,465,477, working capital of $150,780, and no revenues to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. As of the date of this Report, the Company had not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The future of the Company as an operating business will depend on its ability to (1) obtain sufficient capital contributions and/or financing as may be required to sustain its operations and (2) to achieve adequate revenues from its operations. Management's plan to address these issues includes, (a) continued exercise of tight cost controls to conserve cash, (b) obtaining additional financing, (c) placing revenue producing services into place (d) identifying and executing on additional revenue generating opportunities. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
3. Summary of Significant Accounting Policies | Nature of Business Dthera Sciences (formerly Knowledge Machine International, Inc.) is a Nevada corporation, and was incorporated on December 27, 2012. The Company offers a subscription-based service that captures, shares, and stores photos and audio in cloud. It offers a Platform, which enables users to preserve and share memories, and will initially target a Quality of Life benefit in certain patient populations, principally patients suffering from Alzheimer’s disease and dementia. On September 21, 2016, the Company acquired a new operating subsidiary, EveryStory, Inc., a Delaware corporation (“EveryStory”). Following the acquisition (referred to herein as the “EveryStory Transaction”), the Company’s business is to develop a Digital Therapeutic technology designed to deliver Reminiscence Therapy to certain patient populations, principally patients suffering from Alzheimer’s disease and dementia with the goal of a Quality of Life benefit and reduction in anxiety in those populations. As of the date of this Report, EveryStory was our only subsidiary. In connection with the EveryStory transaction, the Company dissolved its other former subsidiary entity and terminated its prior business operations. Acquisition of EveryStory; EveryStory Transaction . On September 21, 2016, the Company entered into an Amended and Restated Acquisition and Share Exchange Agreement (the “A&R Agreement”) with EveryStory, Inc., a Delaware corporation (“EveryStory”), and each of its shareholder (the “EveryStory Holders”), and closed the acquisition (the “Acquisition”) of the ownership of EveryStory (the “Closing”). The agreement between the Company and the EveryStory management was that following the Closing, the EveryStory Holders would own 55% of the outstanding shares of the Company’s common stock on a fully converted basis, and the legacy shareholders of the Company would own 45% of the shares, and that the Company would have between $500,000 and $1,000,000 in available cash and no debt. The Company acquired all of the outstanding shares of EveryStory, and agreed to issue an aggregate of 15,477,604 shares of the Company’s common stock to the EveryStory holders, with the understanding that an additional 4,388,997 shares were issued to holders of EveryStory convertible debt instruments which are convertible or exercisable into shares of EveryStory common stock (collectively, the “Exchange Shares”). Additionally, prior to Closing, the parties agreed that certain shares of the Company’s common stock were to be returned to the Company for cancellation, resulting in the current Company’s shareholders owning an aggregate of 8,000,000 shares of the Company’s common stock immediately prior to the Closing. Pursuant to the A&R Agreement, the 19,866,601 Exchange Shares issued or to be issued to the EveryStory Holders constituted 75% of the total issued and outstanding shares of the Company’s common stock, and the legacy Company shareholders (who were the owners of the Company’s common stock immediately prior to the Closing) owned an aggregate of 40,875,000 shares, which constituted 25% of the total outstanding Company common stock. The Company’s and EveryStory’s management agreed, and the A&R Agreement provided, that following the Closing, the Company would conduct a reverse stock split (discussed in more detail below), following which the outstanding shares of the Company’s Series A Preferred Stock would convert into a total of 8,000,000 shares of common stock. Following such conversion, the EveryStory owners would own or have the right to receive shares of the Company’s common stock equal to 55% of the then-outstanding Company common stock, and the Company legacy shareholders would own shares of the Company’s common stock equal to 45% of the then-outstanding Company common stock, consisting of 8,000,000 shares of Company common stock issued on conversion of the Company’s Series A Preferred Stock (22.5%) and 8,000,000 shares of the Company’s common stock owned by the other legacy Company shareholders (22.5%). As a result of the Closing of the A&R Agreement, EveryStory became our wholly owned subsidiary. Additionally (as discussed more fully below), our directors and officers immediately prior to the Closing appointed the EveryStory management to become our new officers and directors, and then resigned from their positions with us. In addition, we terminated our pre-closing business operations and agreed to dissolve our other wholly owned subsidiary, Knowledge Machine. Immediately prior to the Closing, there were 40,875,000 shares of the Company’s common stock. In connection with the Closing, the Company issued an aggregate of 15,477,604 shares to the EveryStory shareholders, and 4,388,997 shares were issued to the holders of EveryStory convertible debt instruments, and the parties to the A&R Agreement understand and anticipate that all such holders would exercise and convert their securities into the reserved shares of the Company. Accounting Basis The Company’s financial statements are prepared using the accrual basis of accounting in accordance with U.S. GAAP. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates are made in relation to the allowance for doubtful accounts and the fair value of certain financial instruments. Principles of Consolidation The consolidated financial statements include the accounts of Dthera Sciences and its subsidiaries. All significant inter-Company accounts and transactions have been eliminated. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815, "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Stock-Based Compensation The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock. ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505. Loss Per Share Basic loss per Common Share is computed by dividing losses attributable to Common shareholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted loss per Common Share is computed by dividing loss attributable to Common shareholders by the weighted-average number of Shares of Common Stock outstanding during the period increased to include the number of additional Shares of Common Stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding convertible Preferred Stock, stock options, warrants, and convertible debt. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s Common Stock can result in a greater dilutive effect from potentially dilutive securities. For the three months ended March 31, 2017 and 2016, all of the Company’s potentially dilutive securities (warrants, options, convertible preferred stock, and convertible debt) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common Shares that were excluded were 3,443,916 for the three months ended March 31, 2017. Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09 Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Management has considered all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
4. Property and Equipment
4. Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
4. Property and Equipment | The Company’s property and equipment were comprised of the following as of March 31, 2017, and December 31, 2016: March 31, December 31, Computer & Equipment $ 2,816 $ 2,816 Less: Accumulated Depreciation (2,080 ) (1,902 ) Net Property and Equipment $ 736 $ 914 Depreciation expense for the three months ended March 31, 2017 and 2016, was $176 and $237, respectively. |
5. Intangible Assets
5. Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
5. Intangible Assets | The Company’s intangible assets were comprised of the following of March 31, 2017, and December 31, 2016: March 31, December 31, Technology asset purchase $ – $ 58,960 Less: Accumulated Amortization – – Less: Impairment – (58,960 ) Net Intangible Assets $ – $ – The Company impaired intangible assets related to the technology asset purchase and patent purchase due to no revenue production, totaling $0 and $58,960, for the three months ended March 31, 2017 and 2016, respectively. |
6. Loans Payable
6. Loans Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
6. Loans Payable | Notes Payable Notes payable consisted of the following as of March 31, 2017, and December 31, 2016: Balance December 31, 2016 $ 20,000 Cash additions 50,000 Expense additions – Cash payments – Conversions – Balance March 31, 2017 $ 70,000 On August 3, 2016, the Company entered into a promissory note purchase agreement with an unrelated individual for $20,000. This note was due on demand. As disclosed in Note 12, the Company repaid this promissory note on April 13, 2017. On February 3, 2017, the Company issued a short-term note to an unrelated party individual for $50,000 due on demand. The note bore an interest rate of 10% per annum interest within the 90 day period and will increase to 20% interest if not fully paid back within 90 days. As disclosed in Note 12, on April 9, 2017, the Company repaid the full balance of $50,000. Convertible Notes Payable Notes payable due to non-related parties consisted of the following as of March 31, 2017, and December 31, 2016: Balance December 31, 2016 $ 67,345 Cash Payments (240,000 ) Conversions – Debt discount 172,655 Balance March 31, 2017 $ – Effective September 22, 2016, the Company conducted a private offering of convertible notes (the “Note Offering”) to raise additional capital that would remain in the Company following the Closing of the EveryStory Transaction. In the convertible note offering, the Company raised an aggregate of $240,000, which was to be a component of the post-Closing capitalization of the Company. In the Note Offering, investors entered into a securities purchase agreement (the “Note SPA”) and were issued a convertible redeemable promissory note (collectively, the “Convertible Notes”). Pursuant to the terms of the Note SPA, each investor represented and warranted that it was an accredited investor and that he or she was purchasing the Convertible Notes for his or her own account, and not with a view to distribution, as well as other standard representations made in private transactions. Also pursuant to the Note SPA, the Company has the right to put an additional Convertible Note (in the same principal amount as purchased by the applicable investor) beginning on January 3, 2017, subject to certain conditions. The Convertible Notes bore interest at a rate of 10%, and were to mature on September 13, 2017, if not converted or prepaid prior to that. The Convertible Notes could convert into shares of the Company's common stock at a price for each share of Common Stock equal to 65% of the lowest closing bid price of the Common Stock as reported on the OTC Market platform on which the Company’s shares are quoted or any exchange upon which the Common Stock may be traded in the future ("Exchange"), on the date of the closing of the EveryStory Transaction. Up to 50% of the Convertible Notes could be repaid by the Company any time prior to 180 days after the issuance of the Convertible Notes, with a 30% premium to be paid in connection with the prepayment. As a result of this transaction a debt discount of $240,000 was recorded against the note. As of March 31, 2017, interest expense of $172,655 was recorded as part of the amortization of the debt discount, leaving a debt discount balance of $0. In March 2017, the Company modified the interest rate on the Convertible Notes to 15% per annum and repaid the Convertible Notes in the original principal amount of $240,000. In connection with the repayment of the Convertible Notes, the Company repaid a total of $240,000 in principal and $18,000 in interest, and agreed to issue 83,300 shares of the Company’s common stock to the holders of the Convertible Notes. The shares of stock were issued pursuant to Section 4(a)(2) of the Securities Act of 1933 and regulations promulgated thereunder. Each of the holders of the Convertible Notes represented to the Company that it was an accredited investor, that it was acquiring the shares for its own account and for investment purposes, and not with an intent to distribute. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” |
7. Derivative Liabilities
7. Derivative Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
7. Derivative Liabilities | The Company evaluates its fair value hierarchy disclosures each quarter. The Company has convertible notes with embedded conversion features, which is accounted for as a derivative liability and measured at fair value on a recurring basis. As of March 31, 2017 this derivative liability had an estimated fair value of $0. The following table presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of March 31, 2017: Balance at December 31, 2016 $ 234,502 Conversion (91,667 ) Change in Fair Value of Derivative (142,835 ) Balance at March 31, 2017 $ – The fair value of this derivative liability was calculated using the multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion feature with the reset provisions; redemption provisions; and the default provisions. Assumptions used to calculate the fair value of the derivative liability were as follows: March 31, 2017 Expected term in years 0.51 years Risk-free interest rates 0.89% Volatility 48.05% Dividend yield 0% In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company notes that the notes have matured and is no longer calculating a derivative value for these notes. |
8. Preferred Stock
8. Preferred Stock | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock | The Company has authorized 1,000,000 shares of Preferred Stock, of which it has designated 150,000 shares of $0.0001 par value per share Series A Redeemable Preferred Stock. The Series A Preferred Stock has a stated value of $1.00 per share, of which 112,690 and 112,690 shares were issued and outstanding as of March 31, 2017, and December 31, 2016, respectively. On September 13, 2016, the Company issued the 112,690 shares of A Preferred Stock to the CEO and CTO in exchange for amounts owed to them which included $6,096 of accrued expenses, $95,591 of related party loans, $10,000 of convertible notes payable and $1,003 of accrued interest on the convertible notes payable. The shares of Series A Preferred stock are redeemable at any time for cash on a dollar-per-dollar basis at a redemption price of $1.00 per share. If not redeemed for cash, according to the A&R Agreement the shares of Series A Preferred Stock can be converted into shares of Common Stock using a post-split conversion price of $0.10 per share pursuant to the A&R Agreement. Series A Redeemable Preferred Stock The Series A Preferred Stock have the following rights and preferences: · Redeemable at any time at the option of the holder for cash on a dollar-per-dollar basis at a redemption of $1.00 per share. · Convertible into shares of Common Stock using a conversion price of $0.10 per share. · No general voting rights until converted into Common Stock. · Entitled to receive dividends at a rate per annum of 8% · Liquidation preference upon a liquidation event. |
9. Common Stock
9. Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
9. Common Stock | The Company has authorized 200,000,000 shares of $0.001 par value per share Common Stock, of which 41,494,401 and 36,181,101 shares were issued outstanding as of March 31, 2017, and December 31, 2016, respectively. Three Months Ended March 31, 2017 During three months ended March 31, 2017, pursuant to a private placement offering (the “Private Offering”) the Company issued 5,230,000 shares of common stock for gross proceeds of approximately $846,000, with $10,000 in stock subscriptions receivable. On March 10, 2017, the Company issued 83,300 shares of the Company’s common stock to the holders of the Convertible Notes as part of the modification and settlement of the notes, fair-valued at $183,260. Year Ended December 31, 2016 On June 5, 2016, EveryStory issued 88,000 shares of its common stock, which were exchanged for 616,133 shares of Dthera common stock for the purchase agreement for an SIT Patent for a value of $58,960. On August 3, 2016, EveryStory issued On September 15, 2016, EveryStory issued 25,000 shares of its common stock, which were exchanged for 175,038 shares of Dthera common stock valued at $16,750 for services . On September 16, 2016, EveryStory issued 37,500 shares of its common stock, which were exchanged for 263,325 shares of Dthera common stock valued at $25,125 in settlement of $60,000 of accrued consulting fees . This resulted in a gain on settlement of $34,875. On September 21, 2016, as part of the A&R Agreement, EveryStory issued 625,033 shares of its common stock, which were exchanged for 4,388,997 shares of Dthera common stock, for the conversion of debt for a value of $730,174. In connection with the A&R Agreement, the parties agreed that the prior shareholders of the Company would own an aggregate of 16,000,000 post-split shares of the Company’s common stock as part of the agreement totaling $56,354. The reverse stock split is discussed in more detail in Note 1 above. From November to December 2016, the Company issued 314,500 shares of common stock at $0.20 per share for cash proceeds of $62,900, pursuant to the Private Offering. |
10. Stock Purchase Options
10. Stock Purchase Options | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
10. Stock Purchase Options | Stock Purchase Options During the three months ended March 31, 2017, the Company did not issue any stock purchase options. As the options holders are non-employees, the values attributable to these options are remeasured on a quarterly basis and amortized over the service period and until they have fully vested over a 3 year vesting period. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. The fair value of the stock options granted was revalued at each reporting date using the Black-Scholes valuation model. As of March 31, 2017, the Company remeasured the options at a value of $1,904,715 to be recognized over the vesting period, of which $189,154 has been recognized. During the year ended December 31, 2016, EveryStory issued non-employee options to purchase a total of 106,100 shares of EveryStory common stock, which would exchange for 742,860 shares of Dthera common stock, which were originally valued at $63,678. EveryStory issued the options in conjunction with services. The EveryStory options were converted into Dthera options on September 21, 2016, pursuant to the A&R Agreement. As the options holders are non-employees, the values attributable to these options are remeasured on a quarterly basis and amortized over the service period and until they have fully vested over a 3 year vesting period. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. The fair value of the stock options granted was revalued at each reporting date using the Black-Scholes valuation model. As of December 31, 2016, the Company remeasured the options at a value of $1,609,669 to be recognized over the vesting period, of which $199,969 has been recognized. The following table summarizes the changes in options outstanding of the Company during the three months ending March 31, 2017: Number of Weighted Average Exercise Price $ Outstanding, December 31, 2016 4,146,994 0.10 Outstanding, March 31, 2017 4,146,994 0.10 Exercisable, March 31, 2017 3,404,134 0.10 As of March 31, 2017, the Company had $1,515,591 in unrecognized expense related to future vesting of stock options. |
11. Fair Value Measurements
11. Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
12. Fair Value Measurements | Liabilities measured at fair value on a recurring basis at March 31, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,904,715 $ – $ 1,904,715 Fair value of derivatives $ – $ – $ – $ – Liabilities measured at fair value on a recurring basis at December 31, 2016, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,609,699 $ – $ 1,609,699 Fair value of derivatives $ – $ 234,502 $ – $ 234,502 Fair value is calculated using the Black-Scholes options pricing model. |
12. Subsequent Events
12. Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
13. Subsequent Events | In accordance with ASC 855, Company’s management reviewed all material events through the date of this filing and determined that there were the following material subsequent events to report: During April 2017, pursuant to the Private Offering, the Company issued 1,575,000 shares of common stock for gross proceeds of approximately $315,000. On April 9, 2017, the Company paid in full the promissory note dated February 3, 2017, in the amount of $50,000. On April 13, 2017 the Company paid in full the promissory note purchase agreement entered into on August 3, 2016, with an unrelated individual for $20,000. |
3. Summary of Significant Acc18
3. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Dthera Sciences (formerly Knowledge Machine International, Inc.) is a Nevada corporation, and was incorporated on December 27, 2012. The Company offers a subscription-based service that captures, shares, and stores photos and audio in cloud. It offers a Platform, which enables users to preserve and share memories, and will initially target a Quality of Life benefit in certain patient populations, principally patients suffering from Alzheimer’s disease and dementia. On September 21, 2016, the Company acquired a new operating subsidiary, EveryStory, Inc., a Delaware corporation (“EveryStory”). Following the acquisition (referred to herein as the “EveryStory Transaction”), the Company’s business is to develop a Digital Therapeutic technology designed to deliver Reminiscence Therapy to certain patient populations, principally patients suffering from Alzheimer’s disease and dementia with the goal of a Quality of Life benefit and reduction in anxiety in those populations. As of the date of this Report, EveryStory was our only subsidiary. In connection with the EveryStory transaction, the Company dissolved its other former subsidiary entity and terminated its prior business operations. Acquisition of EveryStory; EveryStory Transaction . On September 21, 2016, the Company entered into an Amended and Restated Acquisition and Share Exchange Agreement (the “A&R Agreement”) with EveryStory, Inc., a Delaware corporation (“EveryStory”), and each of its shareholder (the “EveryStory Holders”), and closed the acquisition (the “Acquisition”) of the ownership of EveryStory (the “Closing”). The agreement between the Company and the EveryStory management was that following the Closing, the EveryStory Holders would own 55% of the outstanding shares of the Company’s common stock on a fully converted basis, and the legacy shareholders of the Company would own 45% of the shares, and that the Company would have between $500,000 and $1,000,000 in available cash and no debt. The Company acquired all of the outstanding shares of EveryStory, and agreed to issue an aggregate of 15,477,604 shares of the Company’s common stock to the EveryStory holders, with the understanding that an additional 4,388,997 shares were issued to holders of EveryStory convertible debt instruments which are convertible or exercisable into shares of EveryStory common stock (collectively, the “Exchange Shares”). Additionally, prior to Closing, the parties agreed that certain shares of the Company’s common stock were to be returned to the Company for cancellation, resulting in the current Company’s shareholders owning an aggregate of 8,000,000 shares of the Company’s common stock immediately prior to the Closing. Pursuant to the A&R Agreement, the 19,866,601 Exchange Shares issued or to be issued to the EveryStory Holders constituted 75% of the total issued and outstanding shares of the Company’s common stock, and the legacy Company shareholders (who were the owners of the Company’s common stock immediately prior to the Closing) owned an aggregate of 40,875,000 shares, which constituted 25% of the total outstanding Company common stock. The Company’s and EveryStory’s management agreed, and the A&R Agreement provided, that following the Closing, the Company would conduct a reverse stock split (discussed in more detail below), following which the outstanding shares of the Company’s Series A Preferred Stock would convert into a total of 8,000,000 shares of common stock. Following such conversion, the EveryStory owners would own or have the right to receive shares of the Company’s common stock equal to 55% of the then-outstanding Company common stock, and the Company legacy shareholders would own shares of the Company’s common stock equal to 45% of the then-outstanding Company common stock, consisting of 8,000,000 shares of Company common stock issued on conversion of the Company’s Series A Preferred Stock (22.5%) and 8,000,000 shares of the Company’s common stock owned by the other legacy Company shareholders (22.5%). As a result of the Closing of the A&R Agreement, EveryStory became our wholly owned subsidiary. Additionally (as discussed more fully below), our directors and officers immediately prior to the Closing appointed the EveryStory management to become our new officers and directors, and then resigned from their positions with us. In addition, we terminated our pre-closing business operations and agreed to dissolve our other wholly owned subsidiary, Knowledge Machine. Immediately prior to the Closing, there were 40,875,000 shares of the Company’s common stock. In connection with the Closing, the Company issued an aggregate of 15,477,604 shares to the EveryStory shareholders, and 4,388,997 shares were issued to the holders of EveryStory convertible debt instruments, and the parties to the A&R Agreement understand and anticipate that all such holders would exercise and convert their securities into the reserved shares of the Company. |
Accounting Basis | Accounting Basis The Company’s financial statements are prepared using the accrual basis of accounting in accordance with U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates are made in relation to the allowance for doubtful accounts and the fair value of certain financial instruments. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Dthera Sciences and its subsidiaries. All significant inter-Company accounts and transactions have been eliminated. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815, "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Debt Issue Costs and Debt Discount | Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock. ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505. |
Loss Per Share | Loss Per Share Basic loss per Common Share is computed by dividing losses attributable to Common shareholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted loss per Common Share is computed by dividing loss attributable to Common shareholders by the weighted-average number of Shares of Common Stock outstanding during the period increased to include the number of additional Shares of Common Stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding convertible Preferred Stock, stock options, warrants, and convertible debt. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s Common Stock can result in a greater dilutive effect from potentially dilutive securities. For the three months ended March 31, 2017 and 2016, all of the Company’s potentially dilutive securities (warrants, options, convertible preferred stock, and convertible debt) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total number of potentially dilutive Common Shares that were excluded were 3,443,916 for the three months ended March 31, 2017. |
Reclassification | Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09 Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Management has considered all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
4. Property and Equipment (Tabl
4. Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment schedule | March 31, December 31, Computer & Equipment $ 2,816 $ 2,816 Less: Accumulated Depreciation (2,080 ) (1,902 ) Net Property and Equipment $ 736 $ 914 |
5. Intangible Assets (Tables)
5. Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | March 31, December 31, Technology asset purchase $ – $ 58,960 Less: Accumulated Amortization – – Less: Impairment – (58,960 ) Net Intangible Assets $ – $ – |
6. Loans Payable (Tables)
6. Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Balance December 31, 2016 $ 20,000 Cash additions 50,000 Expense additions – Cash payments – Conversions – Balance March 31, 2017 $ 70,000 |
Schedule of convertible notes payable | Balance December 31, 2016 $ 67,345 Cash Payments (240,000 ) Conversions – Debt discount 172,655 Balance March 31, 2017 $ – |
7. Derivative Liabilities (Tabl
7. Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability - Level 2 | Balance at December 31, 2016 $ 234,502 Conversion (91,667 ) Change in Fair Value of Derivative (142,835 ) Balance at March 31, 2017 $ – |
Assumptions | March 31, 2017 Expected term in years 0.51 years Risk-free interest rates 0.89% Volatility 48.05% Dividend yield 0% |
10. Stock Purchase Options (Tab
10. Stock Purchase Options (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Option activity | Number of Weighted Average Exercise Price $ Outstanding, December 31, 2016 4,146,994 0.10 Outstanding, March 31, 2017 4,146,994 0.10 Exercisable, March 31, 2017 3,404,134 0.10 |
11. Fair Value Measurements (Ta
11. Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Liabilities measured at fair value on a recurring basis at March 31, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,904,715 $ – $ 1,904,715 Fair value of derivatives $ – $ – $ – $ – Liabilities measured at fair value on a recurring basis at December 31, 2016, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,609,699 $ – $ 1,609,699 Fair value of derivatives $ – $ 234,502 $ – $ 234,502 Fair value is calculated using the Black-Scholes options pricing model. |
2. Going Concern (Details Narra
2. Going Concern (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (2,465,477) | $ (1,978,400) |
Working capital | $ 150,780 |
3. Summary of Significant Acc26
3. Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2017shares | |
Accounting Policies [Abstract] | |
Antidilutive shares excluded from EPS | 3,443,916 |
4. Property and Equipment (Deta
4. Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Computer and equipment | $ 2,816 | $ 2,816 |
Less: Accumulated depreciation | (2,080) | (1,902) |
Net property and equipment | $ 736 | $ 914 |
4. Property and Equipment (De28
4. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 176 | $ 237 |
5. Intangible Assets (Details)
5. Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Technology asset purchase | $ 0 | $ 58,960 | |
Less: Accumulated Amortization | 0 | 0 | |
Less: Impairment | 0 | $ (58,960) | |
Net Intangible Assets | $ 0 | $ 0 |
6. Loans Payable (Details)
6. Loans Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash additions | $ 50,000 | $ 0 |
Notes Payable [Member] | ||
Balance, beginning | 20,000 | |
Cash additions | 50,000 | |
Expense additions | 0 | |
Cash payments | 0 | |
Conversions | 0 | |
Balance, ending | 70,000 | |
Convertible Notes Payable [Member] | ||
Balance, beginning | 67,345 | |
Cash payments | (240,000) | |
Conversions | 0 | |
Debt discount from debt issuance costs | 172,655 | |
Balance, ending | $ 0 |
6. Loans Payable (Details Narra
6. Loans Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Repayment of convertible notes | $ 240,000 | $ 0 | |
Convertible Notes Payable [Member] | |||
Debt discount | 0 | $ 240,000 | |
Interest expense | 172,655 | ||
Repayment of convertible notes | 240,000 | ||
Repayment of interest | 18,000 | ||
Stock issued on extinguishment of debt | 83,300 | ||
Loss on extinguishment of debt | $ (91,593) | ||
Note Payable 1 [Member] | |||
Debt issuance date | Aug. 3, 2016 | ||
Debt face value | $ 20,000 | ||
Note Payable 2[Member] | |||
Debt issuance date | Feb. 3, 2017 | ||
Debt face value | $ 50,000 | ||
Debt stated interest rate | 10.00% |
7. Derivative Liabilities (Deta
7. Derivative Liabilities (Details - Level 2) - Convertible Notes [Member] | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Derivative liability, beginning balance | $ 234,502 |
Conversion | (91,667) |
Change in Fair Value of Derivative | (142,835) |
Derivative liability, ending balance | $ 0 |
7. Derivative Liabilities (De33
7. Derivative Liabilities (Details - Assumptions) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Expected term in years | 0.51 years |
Risk-free interest rates | 0.89% |
Volatility | 48.05% |
Dividend yield | 0.00% |
8. Preferred Stock (Details Nar
8. Preferred Stock (Details Narrative) - Redeemable Series A Preferred Stock [Member] - CEO and CTO [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Stock issued for settlement of debt, shares issued | shares | 112,690 |
Accrued Expenses [Member] | |
Stock issued for settlement of debt, amount | $ 6,096 |
Related Party Loans [Member] | |
Stock issued for settlement of debt, amount | 95,591 |
Convertible Notes Payable [Member] | |
Stock issued for settlement of debt, amount | 10,000 |
Accrued Interest [Member] | |
Stock issued for settlement of debt, amount | $ 1,003 |
9. Common Stock (Details Narrat
9. Common Stock (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Proceeds from issuance of common stock | $ 846,000 | $ 0 | ||
Stock subscription receivable | $ 0 | 10,000 | $ 0 | |
Gain on settlement of debt | (91,593) | $ 0 | ||
Private Placement [Member] | ||||
Common stock issued for cash, shares issued | 314,500 | |||
Proceeds from private placement | $ 62,900 | |||
Private Offering [Member] | ||||
Proceeds from issuance of common stock | 846,000 | |||
Stock subscription receivable | $ 10,000 | |||
Common stock issued for cash, shares issued | 5,230,000 | |||
Modification and Settlement [Member] | ||||
Conversion of debt, stock issued | 83,000 | |||
Conversion of debt, fair value of stock | $ 183,260 | |||
Pre-Split Shares [Member] | EveryStory | Common Stock [Member] | ||||
Stock issued for services, shares | 25,000 | |||
Stock issued for services, value | $ 16,750 | |||
Stock issued for patent, shares | 88,000 | |||
Stock issued for patent, value | $ 58,960 | |||
Stock issued for settlement of accrued consulting fees, shares | 37,500 | |||
Stock issued for settlement of accrued consulting fees, value | $ 25,125 | |||
Conversion of debt, stock issued | 625,033 | |||
Conversion of interest, stock issued | 10,000 | |||
Post-Split Shares [Member] | EveryStory | ||||
Shares owned post-split | 16,000,000 | 16,000,000 | ||
Value of shares owned | $ 56,354 | $ 56,354 | ||
Post-Split Shares [Member] | Dthera Sciences [Member] | Common Stock [Member] | ||||
Stock issued for services, shares | 175,038 | |||
Stock issued for patent, shares | 616,133 | |||
Stock issued for settlement of accrued consulting fees, shares | 263,325 | |||
Gain on settlement of debt | $ 34,875 | |||
Conversion of debt, stock issued | 4,388,997 | |||
Conversion of debt, amount converted | $ 730,174 | |||
Conversion of interest, stock issued | 70,015 | |||
Conversion of interest, amount converted | $ 6,700 |
10. Stock Purchase Options (Det
10. Stock Purchase Options (Details - Option activity) - Options [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Options | |
Options outstanding, beginning balance | shares | 4,146,994 |
Options outstanding, ending balance | shares | 4,146,994 |
Options exercisable | shares | 3,404,134 |
Weighted Average Exercise Price | |
Weighted average exercise price, options outstanding, beginning balance | $ .10 |
Weighted average exercise price, options granted | .10 |
Weighted average exercise price, options outstanding, ending balance | .10 |
Weighted average exercise price, options exercisable | $ 0 |
10. Stock Purchase Options (D37
10. Stock Purchase Options (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Unrecognized stock option expense | $ 1,515,591 | |
Options [Member] | EveryStory | Pre-Split Shares [Member] | ||
Options granted | 106,100 | |
Options granted, value | $ 63,678 | |
Options [Member] | Dthera Sciences [Member] | Post-Split Shares [Member] | ||
Options granted | 742,860 | |
Options granted, value | 1,904,715 | $ 1,609,669 |
Share based compensation | $ 189,154 | $ 199,969 |
11. Fair Value Measurements (De
11. Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair value of options | $ 1,904,715 | $ 1,609,699 |
Fair value of derivatives | 0 | 234,502 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value of options | 0 | 0 |
Fair value of derivatives | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair value of options | 1,904,715 | 1,609,699 |
Fair value of derivatives | 0 | 234,502 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value of options | 0 | 0 |
Fair value of derivatives | $ 0 | $ 0 |