Dthera Sciences (DTHR) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 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	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	Yes
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		45,628,661
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 149,643	$ 12,191
Prepaid expenses	10,167	0
Deposits	1,000	1,000
TOTAL CURRENT ASSETS	160,810	13,191
LONG TERM ASSETS
Property and equipment, net	50,014	914
TOTAL LONG TERM ASSETS	50,014	914
TOTAL ASSETS	210,824	14,105
CURRENT LIABILITIES
Accounts payable and accrued liabilities	219,502	268,564
Accounts payable and accrued expenses, related party	0	3,515
Deferred revenues	646	0
Derivative liabilities	0	234,502
Notes payable	0	20,000
Notes payable, related party	6,877	0
Convertible notes payable, net	0	67,345
TOTAL CURRENT LIABILITIES	227,025	593,926
TOTAL LIABILITIES	227,025	593,926
Preferred stock, 20,000,000 shares authorized. $0.001 par value; redeemable preferred stock series A, 150,000 designated; $0.0001 par value; 30,000 and 112,690 shares issued and outstanding as at September 30, 2017 and December 31, 2016	3	11
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 600,000,000 shares authorized; $0.001 par value; 44,897,891 and 12,060,367 shares issued and outstanding as of September 30, 2017 and December 31, 2016	44,897	12,060
Additional paid in capital	3,983,059	1,386,508
Accumulated deficit	(4,044,160)	(1,978,400)
Total Stockholders' Deficit	(16,204)	(579,832)
Total Liabilities and Stockholders' Deficit	$ 210,824	$ 14,105

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Preferred stock, par value	$ 0.001	$ .0001
Preferred stock, authorized/designated	20,000,000	20,000,000
Common stock Par value	$ 0.001	$ 0.001
Common stock, Authorized	600,000,000	600,000,000
Common stock, Issued	44,897,891	12,060,367
Common stock, outstanding	44,897,891	12,060,367
Redeemable Preferred Stock [Member]
Preferred stock, authorized/designated	150,000	150,000
Preferred stock, shares issued	30,000	112,690
Preferred stock, shares outstanding	30,000	112,690

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
REVENUES
Sales	$ 0	$ 0	$ 0	$ 0
Cost of services	0	0	0	0
GROSS PROFIT	0	0	0	0
OPERATING EXPENSES
Amortization and depreciation	333	239	766	712
General and administrative	21,371	102,085	1,462,760	354,278
Professional fees	235,735	183,312	467,629	212,464
TOTAL OPERATING EXPENSES	257,439	285,636	1,931,155	567,454
OPERATING LOSS	(257,439)	(285,636)	(1,931,155)	(567,454)
OTHER INCOME (EXPENSES)
Interest expense	0	(32,962)	(185,847)	(68,800)
Impairment of intangible assets	0	0	0	(58,960)
Derivative expense	0	(30,197)	0	(30,197)
Gain on derivative liability	0	68,248	142,835	68,248
Gain (loss) on extinguishment of debt	0	34,875	(91,593)	34,875
TOTAL OTHER INCOME (EXPENSES)	0	39,964	(134,605)	(54,834)
NET LOSS	$ (257,439)	$ (245,672)	$ (2,065,760)	$ (622,288)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted	30,209,241	5,754,831	19,096,104	5,120,402
Loss per common share - Basic and diluted	$ (0.01)	$ (0.04)	$ (0.11)	$ (0.12)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (2,065,760)	$ (622,288)
Adjustments for non-cash items:
Amortization and depreciation	766	712
Amortization of debt discount	172,655	16,604
Impairment of intangible assets	0	58,960
Stock issued for services	0	16,750
(Gain)/Loss on extinguishment of debt	91,593	(34,875)
Gain on derivative liability	(142,835)	(68,248)
Initial derivative expense	0	30,197
Stock option expense	399,049	71,017
Operating expense paid in behalf of the company	7,086	20,627
Changes in operating assets and liabilities:
Prepaid expenses	(10,167)	16,390
Accounts payable and accrued liabilities	(52,568)	218,547
Deferred revenue	646	0
NET CASH USED IN OPERATING ACTIVITIES	(1,599,535)	(275,607)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(49,866)	0
NET CASH USED IN INVESTING ACTIVITIES	(49,866)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	2,129,752	0
Proceeds from issuance of notes payable, related parties	0	94,000
Payments on notes payable, related parties	(209)	(80,100)
Proceeds from issuance of notes payable	50,000	20,000
Payments on notes payable	(70,000)	0
Proceeds from issuance of convertible notes payable	0	330,000
Payments on convertible notes payable	(240,000)	0
Redemption of series A preferred stock	(82,690)	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,786,853	363,900
NET CHANGE IN CASH AND CASH EQUIVALENTS	137,452	88,293
CASH AND CASH EQUIVALENTS - Beginning of period	12,191	27,238
CASH AND CASH EQUIVALENTS - End of period	149,643	115,531
Cash paid for interest	19,890	0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued in extinguishment of debt	183,260	0
Common stock issued for assets	0	58,960
Common stock issued for interest	0	6,700
Preferred shares issued for debt	0	112,690
Shares issued in settlement of debt	0	731,391
Assets & liabilities settled in share exchange	0	56,355
Debt discount on convertible debt	$ 0	$ 240,000

1. Condensed Financial Statemen

1. Condensed Financial Statements	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 September 30, 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 September 30, 2017 and 2016 are not necessarily indicative of the operating results for the full years.

2. Going Concern

2. Going Concern	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 $4,044,160 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	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
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. Dthera Sciences is a Digital Therapeutics company based in San Diego, California, which is focused on improving the quality of life (“Quality of Life”) of patients and their families. The Company's lead product, ReminX, is an artificial-intelligence-powered digital therapeutic designed to improve the Quality of Life and reduce anxiety in patients with Alzheimer's disease and other forms of dementia. On September 21, 2016, the Company acquired its current operating subsidiary, Dthera Sciences Operations, Inc. (fka EveryStory, Inc.), a Delaware corporation (“EveryStory”). Following the acquisition (referred to herein as the “EveryStory Transaction”), the Company is developing a 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, Dthera Sciences Operations, Inc., was our only subsidiary. In connection with the EveryStory transaction, the Company dissolved its other former subsidiary entity and terminated its prior business operations. Effective July 25, 2017, a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-3 (one share of new common stock for each three shares of old common stock) (the “Reverse Split”), took effect in the Market, following a filing of a Certificate of Change with the State of Nevada and authorization from the Financial Industry Regulatory Authority (“FINRA”). Effective October 17, 2017, the Company filed its Certificate of Amendment (the “Amendment”) with the Secretary of State of Nevada to increase authorized common shares from 66,666,667 shares to 600,000,000 shares, and to increase the authorized preferred stock from 1,000,000 to 20,000,000 shares. 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. 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 nine months ended September 30, 2017 and 2016, all of the Company’s potentially dilutive securities (warrants and options) 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 6,261,813 for the nine months ended September 30, 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 In April 2017, the FASB issued ASU No. 2016-10 S ervice Concession Arrangements (Topic 853): Determining the Customer of the Operation Services (a consensus of the FASB Emerging Issues Task Force) amends certain aspects of the FASB’s new revenue standard, ASU 2014-09. ASU 2016-10 identifies performance obligations and provides licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU No. 2014-09. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods within those periods. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers Narrow-Scope Improvements and Practical Expedients 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	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	The Company’s property and equipment were comprised of the following as of September 30, 2017, and December 31, 2016: September 30, 2017 December 31, 2016 Computer & Equipment $ 4,676 $ 2,816 Assets Used to Fulfill Contract Obligations 48,006 – Less: Accumulated Depreciation (2,668 ) (1,902 ) Net Property and Equipment $ 50,014 $ 914 Depreciation expense for the nine months ended September 30, 2017 and 2016, was $766 and $712, respectively.

5. Loans Payable

5. Loans Payable	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Loans Payable	Notes Payable – Related Parties Notes payable due to related parties consisted of the following as of September 30, 2017 and December 31, 2016: Balance December 31, 2016 $ – Cash additions – Expense additions 7,086 Cash payments (209 ) Conversions – Balance September 30, 2017 $ 6,877 During the nine months ended September 30, 2017, the Company’s CEO had expense additions of $7,086, and was repaid $209. The notes bear an interest rate of 0% per annum. Notes Payable Notes payable consisted of the following as of September 30, 2017, and December 31, 2016: Balance December 31, 2016 $ 20,000 Cash additions 50,000 Expense additions – Cash payments (70,000 ) Conversions – Balance September 30, 2017 $ – 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. 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 would increase to 20% interest if not fully paid back within 90 days. 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 September 30, 2017, and December 31, 2016: Balance December 31, 2016 $ 67,345 Cash Payments (240,000 ) Conversions – Amortization of debt discount 172,655 Balance September 30, 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 had 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 September 30, 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 pre-split/27,768 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”

6. Derivative Liabilities

6. Derivative Liabilities	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
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 September 30, 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 3) as of September 30, 2017: Balance at December 31, 2016 $ 234,502 Conversion (91,667 ) Change in Fair Value of Derivative (142,835 ) Balance at September 30, 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: September 30, 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.

7. Preferred Stock

7. Preferred Stock	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Preferred Stock	As of September 30, 2017, the Company was authorized to issue 1,000,000 shares of Preferred Stock, of which it had designated 150,000 shares of $0.0001 par value per share Series A Redeemable Preferred Stock (the “Series A Preferred”). The Series A Preferred has a stated value of $1.00 per share, of which 30,000 and 112,690 shares were issued and outstanding as of September 30, 2017, and December 31, 2016, respectively. On August 7, 2017, the Company redeemed 42,690 shares of Series A Preferred with a stated value of $1.00 per share for $42,690. On August 18, 2017, the Company redeemed 20,000 shares of Series A Preferred with a stated value of $1.00 per share for $20,000. On September 11, 2017, the Company redeemed 20,000 shares of Series A Preferred with a stated value of $1.00 per share for $20,000. Series A Preferred The Series A Preferred 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. On October 17, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase authorized preferred stock from 1,000,000 to 20,000,000 shares.

8. Common Stock

8. Common Stock	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Common Stock	As of September 30, 2017, the Company was authorized to issue 66,666,667 shares of $0.001 par value per share Common Stock, of which 44,897,891 and 12,060,367 shares were issued outstanding as of September 30, 2017, and December 31, 2016, respectively. On October 17, 2017, the Company filed the Amendment with the Secretary of State of Nevada, which also increased the authorized common shares from 66,666,667 shares to 600,000,000 shares. Nine Months Ended September 30, 2017 The Company conducted two private offerings which closed during the quarter ended September 30, 2017. Investor Offering The first private offering was offered to investors (the “Investor Offering”), in which the Company sold units (the “Units”) which consisted of four shares of the Company’s common stock and warrants to purchase one additional share of common stock. The per Unit price was 0.03 – 0.60, and the exercise price for the warrants is $0.45. The warrants cannot be exercised until two years from the purchase date (subject to certain conditions), and expire four years after the purchase date. As of the closing of the Investor Offering, the Company had sold an aggregate of 38,035,915 pre-split/26,215,499 post-split shares of its common stock in the Investor Offering and issued warrants to purchase an additional 9,508,906 pre-split/6,553,848 post-split shares of its common stock. (Please note: In the Company’s Quarterly Report for the quarter ended June 30, 2017, the Company inadvertently overstated the number of warrants that had been issued to that point in connection with the Investor Offering. The correct number as of August 10, 2017, was 2,765,341.) Employee/Consultant Offering The second private offering was offered to employees and consultants of the Company (the “Employee Offering”), in which the Company sold shares of its common stock at a purchase price of $0.03 per share, the same price as in the Investor Offering; however, there were no warrants in the Employee Offering. The shares sold in the Employee Offering include restrictions on their resale, and the Company reserved the right to repurchase the shares (the “Repurchase Right”) on terms as agreed between the Company and the employee or consultant. Per the Employee and Consultant Share Purchase Agreement, the Company’s Repurchase Rights will terminate (subject to certain conditions) following a term of not less than 5 months or more than 36 months from the purchase date. As of the date of the closing of the Employee Offering, the Company had sold an aggregate of 4,251,333 shares of its common stock in the Employee Offering. The aggregate amount raised by the Company in the Investor Offering and the Employee Offering as of the closing of the two offerings was $914,022. Prior Private Offering During nine months ended September 30, 2017, pursuant to another private placement offering conducted and closed earlier in the calendar year (the “Prior Private Offering”) the Company issued 7,028,750 pre-split/2,342,924 post-split shares of common stock for gross proceeds of approximately $1,215,750. On March 10, 2017, the Company issued 83,300 pre-split shares/27,768 post-split 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.

9. Stock Purchase Options and W

9. Stock Purchase Options and Warrants	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Purchase Options	Stock Purchase Options During the nine months ended September 30, 2017, the Company did not issue any stock purchase options. As the holders of the Company’s outstanding options are employees and non-employees, the values attributable to non-employee 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. Stock options issued to employees are valued on the date of issuance and amortized over the service period 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 non-employee stock options granted was revalued at each reporting date using the Black-Scholes valuation model. As of September 30, 2017, the Company remeasured the options at a value of $1,024,728 to be recognized over the vesting period, of which $399,049 has been recognized. The following table summarizes the changes in options outstanding of the Company during the nine months ending September 30, 2017: Number of Weighted Average Exercise Price $ Outstanding, December 31, 2016 1,382,351 0.29 Outstanding, September 30, 2017 1,382,351 0.29 Exercisable, September 30, 2017 1,217,270 0.29 As of September 30, 2017, the Company had $425,710 in unrecognized expense related to future vesting of stock options. Stock Purchase Warrants During the nine months ended September 30, 2017, the Company issued warrants to purchase a total of as part of the Investor Offering discussed above. The following table summarizes the changes in Warrants outstanding of the Company during the nine months ending September 30, 2017 : Number of Weighted Average Exercise Price $ Outstanding, December 31, 2016 – – Outstanding, September 30, 2017 6,553,848 0.45 Exercisable, September 30, 2017 – –

10. Fair Value Measurements

10. Fair Value Measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Liabilities measured at fair value on a recurring basis at September 30, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,100,184 $ – $ 1,100,184 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 for options and warrants and the Binomial Lattice model for derivative liabilities.

11. Subsequent Events

11. Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
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: Amendment to Articles of Incorporation On October 12, 2017, the Company received approval from the holders of a majority of the outstanding shares of common stock of the Company to amend the Company’s Articles of Incorporation, as amended to date, to increase the authorized capital stock of the Company. The Company’s Board of Directors had considered amending the Articles of Incorporation to increase the authorized common stock of the Company from 66,666,667 shares to 600,000,000 shares, and to increase the authorized preferred stock from 1,000,000 to 20,000,000 shares. On September 15, 2017, the Board of Directors approved the amendment and recommended it to the shareholders of the Company. On October 12, 2017, the Company received the written consent to approve the amendment from the holders of 24,725,042 shares of the Company’s common stock, equal to 53.93% of the total outstanding shares of the Company’s common stock. On October 17, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada to increase authorized common shares from 66,666,667 shares to 600,000,000 shares, and to increase the authorized preferred stock from 1,000,000 to 20,000,000 shares. Common Stock From October 1, 2017, through November 9, 2017, the Company issued 730,770 shares of Common Stock for $475,000 in cash in connection with a private placement offering.

3. Summary of Significant Acc17

3. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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. Dthera Sciences is a Digital Therapeutics company based in San Diego, California, which is focused on improving the quality of life (“Quality of Life”) of patients and their families. The Company's lead product, ReminX, is an artificial-intelligence-powered digital therapeutic designed to improve the Quality of Life and reduce anxiety in patients with Alzheimer's disease and other forms of dementia. On September 21, 2016, the Company acquired its current operating subsidiary, Dthera Sciences Operations, Inc. (fka EveryStory, Inc.), a Delaware corporation (“EveryStory”). Following the acquisition (referred to herein as the “EveryStory Transaction”), the Company is developing a 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, Dthera Sciences Operations, Inc., was our only subsidiary. In connection with the EveryStory transaction, the Company dissolved its other former subsidiary entity and terminated its prior business operations. Effective July 25, 2017, a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-3 (one share of new common stock for each three shares of old common stock) (the “Reverse Split”), took effect in the Market, following a filing of a Certificate of Change with the State of Nevada and authorization from the Financial Industry Regulatory Authority (“FINRA”). Effective October 17, 2017, the Company filed its Certificate of Amendment (the “Amendment”) with the Secretary of State of Nevada to increase authorized common shares from 66,666,667 shares to 600,000,000 shares, and to increase the authorized preferred stock from 1,000,000 to 20,000,000 shares.
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.
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 nine months ended September 30, 2017 and 2016, all of the Company’s potentially dilutive securities (warrants and options) 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 6,261,813 for the nine months ended September 30, 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 In April 2017, the FASB issued ASU No. 2016-10 S ervice Concession Arrangements (Topic 853): Determining the Customer of the Operation Services (a consensus of the FASB Emerging Issues Task Force) amends certain aspects of the FASB’s new revenue standard, ASU 2014-09. ASU 2016-10 identifies performance obligations and provides licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU No. 2014-09. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods within those periods. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers Narrow-Scope Improvements and Practical Expedients 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)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Property and equipment schedule	September 30, 2017 December 31, 2016 Computer & Equipment $ 4,676 $ 2,816 Assets Used to Fulfill Contract Obligations 48,006 – Less: Accumulated Depreciation (2,668 ) (1,902 ) Net Property and Equipment $ 50,014 $ 914

5. Loans Payable (Tables)

5. Loans Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of notes payable - related parties	Balance December 31, 2016 $ – Cash additions – Expense additions 7,086 Cash payments (209 ) Conversions – Balance September 30, 2017 $ 6,877
Schedule of notes payable	Balance December 31, 2016 $ 20,000 Cash additions 50,000 Expense additions – Cash payments (70,000 ) Conversions – Balance September 30, 2017 $ –
Schedule of convertible notes payable	Balance December 31, 2016 $ 67,345 Cash Payments (240,000 ) Conversions – Amortization of debt discount 172,655 Balance September 30, 2017 $ –

6. Derivative Liabilities (Tabl

6. Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2017 $ –
Assumptions	September 30, 2017 Expected term in years 0.51 years Risk-free interest rates 0.89% Volatility 48.05% Dividend yield 0%

9. Stock Purchase Options and21

9. Stock Purchase Options and Warrants (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Option activity	Number of Options Weighted Average Exercise Price $ Outstanding, December 31, 2016 1,382,351 0.29 Outstanding, September 30, 2017 1,382,351 0.29 Exercisable, September 30, 2017 1,217,270 0.29
Schedule of warrants outstanding	Number of Warrants Weighted Average Exercise Price $ Outstanding, December 31, 2016 – – Outstanding, September 30, 2017 6,553,848 0.45 Exercisable, September 30, 2017 – –

10. Fair Value Measurements (Ta

10. Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Liabilities measured at fair value on a recurring basis at September 30, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,100,184 $ – $ 1,100,184 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

2. Going Concern (Details Narra

2. Going Concern (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (4,044,160)	$ (1,978,400)

3. Summary of Significant Acc24

3. Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2017shares
Accounting Policies [Abstract]
Antidilutive shares excluded from EPS	6,261,813

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Computer and equipment	$ 4,676	$ 2,816
Assets used to fulfill contract obligations	48,006	0
Less: Accumulated depreciation	(2,668)	(1,902)
Net property and equipment	$ 50,014	$ 914

4. Property and Equipment (De26

4. Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 766	$ 712

5. Loans Payable (Details)

5. Loans Payable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash payments	$ (70,000)	$ 0
Amortization of debt discount	172,655	$ 16,604
Notes Payable Related Party [Member]
Balance, beginning	0
Cash additions	0
Expense additions	7,086
Cash payments	(209)
Conversions	0
Balance, ending	6,877
Convertible Notes Payable [Member]
Balance, beginning	67,345
Cash payments	(240,000)
Conversions	0
Amortization of debt discount	172,655
Balance, ending	0
Notes Payable [Member]
Balance, beginning	20,000
Cash additions	50,000
Expense additions	0
Cash payments	(70,000)
Conversions	0
Balance, ending	$ 0

5. Loans Payable (Details Narra

5. Loans Payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Repayment of convertible notes	$ 240,000	$ 0
Note Payable 2 [Member]
Debt issuance date	Feb. 3, 2017
Debt face value	$ 50,000
Debt stated interest rate	10.00%
Note Payable 1 [Member]
Debt issuance date	Aug. 3, 2016
Debt face value	$ 20,000
Convertible Notes Payable 1 [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	27,768
Loss on extinguishment of debt	$ (91,593)

6. Derivative Liabilities (Deta

6. Derivative Liabilities (Details - Level 2) - Convertible Notes [Member]	9 Months Ended
	Sep. 30, 2017USD ($)
Derivative liability, beginning balance	$ 234,502
Conversion	(91,667)
Change in Fair Value of Derivative	(142,835)
Derivative liability, ending balance	$ 0

6. Derivative Liabilities (De30

6. Derivative Liabilities (Details - Assumptions)	9 Months Ended
	Sep. 30, 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%

7. Preferred Stock (Details Nar

7. Preferred Stock (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Preferred stock, par value	$ 0.001		$ .0001
Preferred stock, authorized/designated	20,000,000		20,000,000
Payments for repurchase of redeemable preferred stock	$ 82,690	$ 0
Series A Preferred Stock [Member] | August 7, 2017 [Member]
Payments for repurchase of redeemable preferred stock	$ 42,690
Shares of stock redeemed	42,690
Series A Preferred Stock [Member] | August 18, 2017 [Member]
Payments for repurchase of redeemable preferred stock	$ 20,000
Shares of stock redeemed	20,000
Series A Preferred Stock [Member] | September 11, 2017 [Member]
Payments for repurchase of redeemable preferred stock	$ 20,000
Shares of stock redeemed	20,000
Redeemable Preferred Stock [Member]
Preferred stock, authorized/designated	150,000		150,000
Preferred stock, shares issued	30,000		112,690
Preferred stock, shares outstanding	30,000		112,690

8. Common Stock (Details Narrat

8. Common Stock (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Common stock Par value	$ 0.001	$ 0.001
Common stock, Authorized	600,000,000	600,000,000
Common stock, Issued	44,897,891	12,060,367
Common stock, outstanding	44,897,891	12,060,367
Convertible Notes Modification [Member]
Stock issued for modification and settlement of notes, shares issued	27,768
Stock issued for modification and settlement of notes, value	$ 183,260
Investor Offering [Member]
Stock issued new, shares	26,215,499
Warrants issued	6,553,848
Employee Offering [Member]
Stock issued new, shares	4,251,333
Investor and Employee Offering [Member]
Proceeds from private placement	$ 914,022
Prior Private Offering [Member]
Stock issued new, shares	2,342,924
Proceeds from private placement	$ 1,215,750

9. Stock Purchase Options and33

9. Stock Purchase Options and Warrants (Details - Option activity) - Equity Option [Member] - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Number of Options
Options outstanding	1,382,351	1,382,351
Options exercisable	1,217,270
Weighted Average Exercise Price
Weighted average exercise price, options outstanding	$ 0.29	$ 0.29
Weighted average exercise price, options exercisable	$ 0.29

9. Stock Purchase Options and34

9. Stock Purchase Options and Warrants (Details - Warrants Ouststanding) - Stock Purchase Warrants [Member] - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Number of Warrants
Warrants outstanding	6,553,848	0
Warrants exercisable	0	0
Weighted Average Exercise Price
Weighted average exercise price	$ .45	$ 0
Weighted average exercise price - exercisable	$ 0	$ 0

9. Stock Purchase Options and35

9. Stock Purchase Options and Warrants (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Unrecognized stock option expense	$ 425,710
Dthera Sciences [Member] | Options [Member] | Post-Split Shares [Member]
Options granted, value	1,024,728
Share based compensation	$ 399,049

10. Fair Value Measurements (De

10. Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Fair value of options	$ 1,100,184	$ 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	1,100,184	1,609,699
Fair value of derivatives	0	0
Fair Value, Inputs, Level 3 [Member]
Fair value of options	0	0
Fair value of derivatives	$ 0	$ 234,502