Dthera Sciences (DTHR) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 15, 2018
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, 2018
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		50,343,367
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018
Entity Small Business	true
Entity Emerging Growth	true

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 428,966	$ 323,483
Prepaid expenses	277,869	95,176
Deposits	2,500	2,500
TOTAL CURRENT ASSETS	709,335	421,159
LONG TERM ASSETS
Property and equipment, net	93,248	77,365
Computer software development costs	78,608	0
TOTAL LONG TERM ASSETS	171,856	77,365
TOTAL ASSETS	881,191	498,524
CURRENT LIABILITIES
Accounts payable and accrued liabilities	311,570	429,015
Deferred revenue	3,381	1,800
Related party advances	16,188	7,457
TOTAL CURRENT LIABILITIES	331,139	438,272
TOTAL LIABILITIES	331,139	438,272
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 600,000,000 shares authorized; $0.001 par value; 50,343,367 and 47,043,304 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	50,343	47,043
Stock subscriptions receivable	(500,000)	0
Additional paid in capital	6,147,199	4,550,156
Accumulated deficit	(5,147,490)	(4,536,947)
Total Stockholders' Deficit	550,052	60,252
Total Liabilities and Stockholders' Deficit	$ 881,191	$ 498,524

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock Par value	$ 0.001	$ 0.001
Common stock, Authorized	600,000,000	600,000,000
Common stock, Issued	50,343,367	47,043,304
Common stock, outstanding	50,343,367	47,043,304

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
REVENUES	$ 0	$ 0
OPERATING EXPENSES
General and administrative	597,074	345,504
Research and development	10,410	6,968
TOTAL OPERATING EXPENSES	607,484	352,472
OPERATING LOSS	(607,484)	(352,472)
OTHER INCOME (EXPENSES)
Interest expense	(280)	(185,847)
Gain on derivative liability	0	142,835
Loss on extinguishment of debt	0	(91,593)
Impairment of fixed assets	(2,779)	0
TOTAL OTHER EXPENSES	(3,059)	(134,605)
NET LOSS	$ (610,543)	$ (487,077)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted	48,174,059	12,551,951
Loss per common share - Basic and diluted	$ (0.01)	$ (0.04)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (610,543)	$ (487,077)
Adjustments for non-cash items:
Depreciation	956	178
Amortization of debt discount	0	172,655
Impairment of intangible assets	2,779	0
Loss on extinguishment of debt	0	91,593
Loss on derivative liability	0	(142,835)
Fair value of options vested	71,891	189,154
Changes in operating assets and liabilities:
Prepaid expenses	(182,693)	0
Accounts payable and accrued liabilities	(117,445)	(24,520)
Deferred revenue	1,581	0
Accounts payable - related party	8,731	0
NET CASH USED IN OPERATING ACTIVITIES	(824,743)	(200,852)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(19,618)	0
Payments for capitalized computer software costs	(78,608)	0
NET CASH USED IN INVESTING ACTIVITIES	(98,226)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	1,028,452	846,000
Proceeds from issuance of notes payable	0	50,000
Payments on convertible notes payable	0	(240,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,028,452	656,000
NET CHANGE IN CASH AND CASH EQUIVALENTS	105,483	455,148
CASH AND CASH EQUIVALENTS - Beginning of period	323,483	12,191
CASH AND CASH EQUIVALENTS - End of period	428,966	467,339
Cash paid for interest	280	18,000
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock subscription receivable	500,000	0
Common stock issued in extinguishment of debt	$ 0	$ 183,260

1. Condensed Financial Statemen

1. Condensed Financial Statements	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Financial Statements	NOTE 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, 2018, 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, 2017 audited financial statements. The results of operations for the periods ended March 31, 2018 and 2017, are not necessarily indicative of the operating results for the full years.

2. Going Concern

2. Going Concern	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 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 $5,147,490 and no revenues to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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, and (d) identifying and executing on additional revenue generating opportunities. There is a risk that the Company will be unable to achieve the above results or obtain adequate financing on terms considered satisfactory to the Company, or at all.

3. Summary of Significant Accou

3. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Dthera Sciences is a Nevada corporation. The Company, based in San Diego, CA, is a digital therapeutics company focused on developing innovative quality of life therapies for the elderly and those suffering from cognitive decline. The Company’s lead product, ReminX, is an artificial-intelligence-powered consumer health product designed to digitally deliver reminiscence therapy to individuals suffering from neurodegenerative diseases such as Dementia and Alzheimer’s disease, as well as seniors experiencing limited social interaction with others (“Social Isolation”). Additional products are under development that are expected to directly target the symptoms of Alzheimer’s disease and other dementias, such as anxiety, depression, and cognitive decline, and for which Company may seek FDA clearance or approval as well as reimbursement. Accounting Basis The Company’s financial statements are prepared using the accrual basis of accounting in accordance with U.S. GAAP. The Company has a December 31 fiscal year end. 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 expenses during the reporting periods. Significant estimates are made in relation to 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. Software Development The Company accounts for internal use software development costs in accordance with authoritative guidance related to accounting for the costs of app and web software developed or obtained for internal use. Software development costs that are incurred in the preliminary development stage are expensed as incurred. Once certain criteria have been met (“application development stage”), direct costs incurred in developing or obtaining computer software are capitalized. Costs in the post-implementation/operation stage, including costs related to training and software maintenance, are expensed as incurred. Some costs in post-implementation stage can be capitalized if the modifications add additional functionality in the future. Research and Development The Company engages in new software development efforts. Research and development expenses relating to possible future software are expensed as incurred. Research and development expenses were approximately $10,410 and $6,968 for the three months ended March 31, 2018 and 2017. Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. Loss Per Common 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 stock options and warrants. 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, 2018 and 2017, all of the Company’s potentially dilutive securities (options and warrants) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total numbers of potentially dilutive Common Shares that were excluded were 3,938,950 and 1,312,983 for the three months ended March 31, 2018 and 2017, respectively. Recent Accounting Pronouncements Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s 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, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 4 – PROPERTY AND EQUIPMENT The Company’s property and equipment were comprised of the following as of March 31, 2018, and December 31, 2017: March 31, 2018 December 31, 2017 Computer & Equipment 13,972 10,237 Assets Used to Fulfill Contract Obligations 83,299 70,195 Less: Accumulated Depreciation (4,023 ) (3,067 ) Net Property and Equipment $ 93,248 $ 77,365 Depreciation on the assets used to fulfill contract obligations will begin when put into use and will be depreciated over a 3-year period. Depreciation expense for the three months ended March 31, 2018 and 2017, was $956 and $178. The Company recorded an impairment in the three month period ended March 31, 2018 totaling $2,779.

5. Computer Software Developmen

5. Computer Software Development Costs	3 Months Ended
	Mar. 31, 2018
Research and Development [Abstract]
Computer Software Development Costs	NOTE 5 – COMPUTER SOFTWARE DEVELOPMENT COSTS The Company’s capitalized application development stage costs related to computer software development under ASC 350-40 “Intangibles-Goodwill and Other- Internal-Use Software” as the Company reached the application development stage in the first quarter of 2018, totaling $78,608 and $0 as of March 31, 2018, and December 31, 2017, respectively. Amortization expense for computer software development costs for the three months ended March 31, 2018 and 2017, was $0 and $0, respectively. Amortization on these computer software development costs will begin when put into use and will be amortized over the life of the software.

6. Common Stock

6. Common Stock	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Common Stock	NOTE 6 – COMMON STOCK As of March 31, 2018, the Company was authorized to issue 600,000,000 shares of $0.001 par value per share Common Stock, of which 50,343,367 and 47,043,268 shares were issued outstanding as of March 31, 2018, and December 31, 2017, respectively. Three Months Ended March 31, 2018 During the three months ended March 31, 2018, the Company issued 3,201,108 shares of Common Stock for $1,017,850 in cash in connection with a private placement offering and $500,000 in subscription receivables as part of the pre-launch offering. On January 26, 2018, an option holder exercised 98,955 options at $0.11 per share of common stock for $10,602.

7. Stock Purchase Options and W

7. Stock Purchase Options and Warrants	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Purchase Options	NOTE 7 – STOCK PURCHASE OPTIONS AND WARRANTS Stock Purchase Options On March 21, 2018, the Company’s Board of Directors voted to grant to sixteen individuals options to purchase up to an aggregate of 1,500,000 shares of the Company’s common stock. The terms of the options are as follows: the options vest one-third on the first anniversary of the date of grant; one-third on the second anniversary of the date of grant; and one-third on the third anniversary of the date of grant; the options have a contractual life of eight years from the date of grant; and the exercise price is $0.65, which was the market price of the options on the date of the grant. Included in the grants were options to purchase up to 250,000 shares to the Company’s President and Chief Executive Officer, and options to purchase up to 250,000 shares to the Company’s Chief Technical Officer. The options were not issued pursuant to a stock option or stock incentive plan. During the three months ended March 31, 2018, the Company had issued 1,500,000 options. As the holders of the Company’s outstanding options are employees and non-employees, the values attributable to non-employee options are re-measured 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 re-measured at each reporting date using the Black-Scholes valuation model. As of March 31, 2018, the Company re-measured the options at a value of $1,794,222 to be recognized over the vesting period, of which $540,169 has been recognized since inception. The Company recorded $71,891 of stock-based compensation expense in the three months ended March 31, 2018. The following table summarizes the changes in options outstanding of the Company during the three months ending March 31, 2018: Number of Options Weighted Average Exercise Price $ Outstanding, December 31, 2017 1,382,351 0.29 Granted 1,500,000 0.65 Converted (98,955 ) 0.11 Outstanding, March 31, 2018 2,783,396 0.49 Exercisable, March 31, 2018 1,118,315 0.30 As of March 31, 2018, the Company had $1,254,053 in unrecognized expense related to future vesting of stock options. Stock Purchase Warrants During the three months ended March 31, 2018, the Company did not issue any warrants. The following table summarizes the changes in Warrants outstanding during the three months ending March 31, 2018 : Number of Warrants Weighted Average Exercise Price $ Outstanding, December 31, 2017 6,553,860 0.45 Outstanding, March 31, 2018 6,553,860 0.45 Exercisable, March 31, 2018 – –

8. Fair Value Measurements

8. Fair Value Measurements	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 8 – FAIR VALUE MEASUREMENTS Equities measured at fair value on a recurring basis at March 31, 2018, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,794,222 $ – $ 1,794,222 Equities measured at fair value on a recurring basis at December 31, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 960,518 $ – $ 960,518 Fair value is calculated using the Black-Scholes options pricing model for options and warrants.

9. Subsequent Events

9. Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 9- 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: New Director; Grant of Options Effective April 6, 2018, the Company’s Board of Directors voted to increase the size of the Board from three directors to four directors and to appoint Steve R. Martin to the Board to fill the resulting vacancy. Mr. Martin accepted the appointment and joined the Board of Directors effective April 9, 2018. In connection with the appointment, the Company’s Board of Directors also approved and granted options to Mr. Martin to purchase up to 250,000 shares of the Company’s common stock. The terms of the options are as follows: the options vest one-third on the first anniversary of the date of grant; one-third on the second anniversary of the date of grant; and one-third on the third anniversary of the date of grant; the options have a contractual life of eight years from the date of grant; and the exercise price is $0.65. On April 13, 2018, the Company received $500,000 related to a subscription agreement entered into on March 26, 2018. Promissory Note On May 11, 2018, the Company issued a short-term note to an unrelated party for $50,000 due 30 days from the date of issuance. The note bears an interest rate of 14.4% per annum interest, and the Company has the right to pre-pay with no penalty or premium. The Company’s obligation to repay the note was secured by the grant of a security interest in the assets of the Company.

3. Summary of Significant Acc15

3. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Nature of Business	Nature of Business Dthera Sciences is a Nevada corporation. The Company, based in San Diego, CA, is a digital therapeutics company focused on developing innovative quality of life therapies for the elderly and those suffering from cognitive decline. The Company’s lead product, ReminX, is an artificial-intelligence-powered consumer health product designed to digitally deliver reminiscence therapy to individuals suffering from neurodegenerative diseases such as Dementia and Alzheimer’s disease, as well as seniors experiencing limited social interaction with others (“Social Isolation”). Additional products are under development that are expected to directly target the symptoms of Alzheimer’s disease and other dementias, such as anxiety, depression, and cognitive decline, and for which Company may seek FDA clearance or approval as well as reimbursement.
Accounting Basis	Accounting Basis The Company’s financial statements are prepared using the accrual basis of accounting in accordance with U.S. GAAP. The Company has a December 31 fiscal year end.
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 expenses during the reporting periods. Significant estimates are made in relation to 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.
Software Development	Software Development The Company accounts for internal use software development costs in accordance with authoritative guidance related to accounting for the costs of app and web software developed or obtained for internal use. Software development costs that are incurred in the preliminary development stage are expensed as incurred. Once certain criteria have been met (“application development stage”), direct costs incurred in developing or obtaining computer software are capitalized. Costs in the post-implementation/operation stage, including costs related to training and software maintenance, are expensed as incurred. Some costs in post-implementation stage can be capitalized if the modifications add additional functionality in the future.
Research and Development	Research and Development The Company engages in new software development efforts. Research and development expenses relating to possible future software are expensed as incurred. Research and development expenses were approximately $10,410 and $6,968 for the three months ended March 31, 2018 and 2017.
Reclassification	Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.
Loss Per Common Share	Loss Per Common 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 stock options and warrants. 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, 2018 and 2017, all of the Company’s potentially dilutive securities (options and warrants) were excluded from the computation of diluted earnings per share as they were anti-dilutive. The total numbers of potentially dilutive Common Shares that were excluded were 3,938,950 and 1,312,983 for the three months ended March 31, 2018 and 2017, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s 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, 2018
Property, Plant and Equipment [Abstract]
Property and equipment schedule	March 31, 2018 December 31, 2017 Computer & Equipment 13,972 10,237 Assets Used to Fulfill Contract Obligations 83,299 70,195 Less: Accumulated Depreciation (4,023 ) (3,067 ) Net Property and Equipment $ 93,248 $ 77,365

7. Stock Purchase Options and17

7. Stock Purchase Options and Warrants (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Option activity	Number of Options Weighted Average Exercise Price $ Outstanding, December 31, 2017 1,382,351 0.29 Granted 1,500,000 0.65 Converted (98,955 ) 0.11 Outstanding, March 31, 2018 2,783,396 0.49 Exercisable, March 31, 2018 1,118,315 0.30
Schedule of warrants outstanding	Number of Warrants Weighted Average Exercise Price $ Outstanding, December 31, 2017 6,553,860 0.45 Outstanding, March 31, 2018 6,553,860 0.45 Exercisable, March 31, 2018 – –

8. Fair Value Measurements (Tab

8. Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	Equities measured at fair value on a recurring basis at March 31, 2018, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 1,794,222 $ – $ 1,794,222 Equities measured at fair value on a recurring basis at December 31, 2017, are summarized as follows: Level 1 Level 2 Level 3 Total Fair value of options $ – $ 960,518 $ – $ 960,518

2. Going Concern (Details Narra

2. Going Concern (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (5,147,490)	$ (4,536,947)

3. Summary of Significant Acc20

3. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Abstract]
Research and development expenses	$ 10,410	$ 6,968
Antidilutive shares excluded from EPS	3,938,950	1,312,983

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Computer and equipment	$ 13,972	$ 10,237
Assets used to fulfill contract obligations	83,299	70,195
Less: Accumulated depreciation	(4,023)	(3,067)
Net property and equipment	$ 93,248	$ 77,365

4. Property and Equipment (De22

4. Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 956	$ 178
Asset impairment charge	$ 2,779	$ 0

5. Computer Software Developm23

5. Computer Software Development Costs (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Research and Development [Abstract]
Capitalized software development costs	$ 78,608		$ 0
Amortization of software development costs	$ 0	$ 0

6. Common Stock (Details Narrat

6. Common Stock (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Common stock Par value	$ 0.001	$ 0.001
Common stock, Authorized	600,000,000	600,000,000
Common stock, Issued	50,343,367	47,043,304
Common stock, outstanding	50,343,367	47,043,304
Stock subscriptions receivable	$ 500,000	$ 0
Options Exercised [Member]
Stock issued upon exercise of options, shares	98,955
Options exercised, exercise price	$ 0.11
Proceeds from options exercised	$ 10,602
Private Placement [Member]
Stock issued new, shares	3,201,108
Proceeds from private placement	$ 1,017,850
Stock subscriptions receivable	$ 500,000

7. Stock Purchase Options and25

7. Stock Purchase Options and Warrants (Details - Option activity) - Equity Option [Member]	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Number of Options
Options outstanding, beginning balance | shares	1,382,351
Options granted | shares	1,500,000
Options converted | shares	(98,955)
Options outstanding, ending balance | shares	2,783,396
Options exercisable | shares	1,118,315
Weighted Average Exercise Price
Weighted average exercise price, options outstanding beginning | $ / shares	$ 0.29
Weighted average exercise price, options granted | $ / shares	0.65
Weighted average exercise price, options converted | $ / shares	0.11
Weighted average exercise price, options outstanding ending | $ / shares	0.49
Weighted average exercise price, options exercisable | $ / shares	$ 0.30

7. Stock Purchase Options and26

7. Stock Purchase Options and Warrants (Details - Warrants) - Warrants [Member] - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Warrants outstanding	6,553,860	6,553,860
Warrants exercisable	0
Weighted average exercise price	$ 0.45	$ 0.45
Weighted average exercise price, exercisable

7. Stock Purchase Options and27

7. Stock Purchase Options and Warrants (Details Narrative)	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Share based compensation | $	$ 71,891
Unrecognized stock option expense | $	$ 1,254,053
Options [Member] | Sixteen Individuals [Member]
Options granted | shares	1,500,000
Options vesting period	The terms of the options are as follows: the options vest one-third on the first anniversary of the date of grant; one-third on the second anniversary of the date of grant; and one-third on the third anniversary of the date of grant; the options have a contractual life of eight years from the date of grant
Option exericse price | $ / shares	$ 0.65
Options granted, value | $	$ 1,794,222
Options [Member] | Sixteen Individuals [Member] | President [Member]
Options granted | shares	250,000
Options [Member] | Sixteen Individuals [Member] | Chief Executive Officer [Member]
Options granted | shares	250,000

8. Fair Value Measurements (Det

8. Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Fair value of options	$ 1,794,222	$ 960,518
Fair Value, Inputs, Level 1 [Member]
Fair value of options	0	0
Fair Value, Inputs, Level 2 [Member]
Fair value of options	1,794,222	960,518
Fair Value, Inputs, Level 3 [Member]
Fair value of options	$ 0	$ 0