Dthera Sciences (DTHR) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 12, 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	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		2,667,602
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 1,567,877	$ 303,483
Restricted cash	20,000	20,000
Inventory	70,945	0
Prepaid expenses	608,483	95,176
Deferred cost of revenue	9,655	0
Deposits	4,270	2,500
TOTAL CURRENT ASSETS	2,281,230	421,159
LONG TERM ASSETS
Property and equipment, net	45,599	77,365
Software development costs, net	245,292	0
TOTAL LONG TERM ASSETS	290,891	77,365
TOTAL ASSETS	2,572,121	498,524
CURRENT LIABILITIES
Accounts payable and accrued liabilities	984,424	436,472
Deferred revenue	12,287	1,800
Notes payable, net	559,582	0
Convertible notes payable, net	1	0
Derivative liabilities	1,106,711	0
TOTAL CURRENT LIABILITIES	2,663,005	438,272
TOTAL LIABILITIES	2,663,005	438,272
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 600,000,000 shares authorized; $0.001 par value; 2,667,602 and 2,352,166 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	2,668	2,352
Additional paid in capital	7,583,279	4,594,847
Accumulated deficit	(7,676,831)	(4,536,947)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(90,884)	60,252
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 2,572,121	$ 498,524

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 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	2,667,602	2,352,166
Common stock, outstanding	2,667,602	2,352,166

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
REVENUES	$ 6,485	$ 0	$ 6,485	$ 0
COST OF REVENUES
Cost of revenues	95,885	0	95,885	0
Impairment of inventory	16,019	0	16,019	0
TOTAL COST OF REVENUES	111,904	0	111,904	0
GROSS PROFIT	(105,419)	0	(105,419)	0
OPERATING EXPENSES
General and administrative	912,161	97,259	1,994,319	1,584,466
Sales and marketing	273,545	93,240	609,692	188,415
Research and development	64,377	66,940	142,565	158,274
TOTAL OPERATING EXPENSES	1,250,083	257,439	2,746,576	1,931,155
OPERATING LOSS	(1,355,502)	(257,439)	(2,851,995)	(1,931,155)
OTHER INCOME (EXPENSES)
Interest expense	(49,323)	0	(51,440)	(185,847)
Change in fair value of derivative liabilities	75,309	0	75,309	142,835
Loss on extinguishment of debt	0	0	0	(91,593)
Loss on disposal of fixed assets	0	0	(6,170)	0
Derivative expense	(305,398)	0	(305,398)	0
TOTAL OTHER EXPENSES	(279,412)	0	(287,699)	(134,605)
NET LOSS	$ (1,634,914)	$ (257,439)	$ (3,139,694)	$ (2,065,760)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted	2,572,762	1,510,462	2,500,169	954,805
Loss per common share - Basic and diluted	$ (0.64)	$ (0.17)	$ (1.23)	$ (2.16)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (3,139,694)	$ (2,065,760)
Adjustments for non-cash items:
Amortization of debt discount	41,118	172,655
Depreciation and amortization	31,079	766
Loss on disposal of fixed assets	6,170	0
Impairment of inventory	16,019	0
Loss on extinguishment of debt	0	91,593
Derivative expense	305,398	0
Gain on derivative liability	(75,309)	(142,835)
Common stock issued for services	123,632	0
Fair value of options vested	388,855	399,049
Changes in operating assets and liabilities:
Deferred cost of revenue	(9,655)	0
Inventory	(1,901)	0
Prepaid expenses	(513,307)	(10,167)
Deposits	(1,770)	0
Accounts payable and accrued liabilities	547,954	(45,482)
Deferred revenue	10,487	646
NET CASH USED IN OPERATING ACTIVITIES	(2,270,924)	(1,599,535)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(76,117)	(49,866)
Development of software	(259,721)	0
NET CASH USED IN INVESTING ACTIVITIES	(335,838)	(49,866)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issuance	2,024,350	1,215,750
Exercise of stock options	31,806	0
Proceeds from notes payable	900,000	50,000
Proceeds from convertible notes	915,000	0
Payments on convertible notes	0	(240,000)
Payments on notes payable	0	(70,000)
Payments on notes payable, related party	0	(209)
Redemption of preferred stock	0	(82,690)
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,871,156	1,786,853
NET CHANGE IN CASH	1,264,394	137,452
CASH AT BEGINNING OF PERIOD	303,483	12,191
CASH AT END OF PERIOD	1,567,877	149,643
Cash paid for interest	2,063	19,890
Cash received for interest earned	25	0
Cash paid for taxes	800	800
NON-CASH INVESTING AND FINANCING ACTIVITIES
Transfer of property and equipment to inventory	85,063	0
Adoption of ASU 2018-07	190	0
Debt discounts recorded on notes payable	456,535	0
Debt discounts recorded on convertible notes	1,100,000	0
Common stock issued with convertible notes	38,378	0
Common stock issued in extinguishment of debt	$ 0	$ 183,260

1. Condensed Financial Statemen

1. Condensed Financial Statements	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Financial Statements	NOTE 1– CONDENSED FINANCIAL STATEMENTS Organization and Description of Business Dthera Sciences, a Nevada corporation (“the Company”), is a leading digital therapeutic company focusing on the elderly. The San Diego-based company is working to improve the lives of seniors and individuals suffering from neurodegenerative diseases, as well as those who care for them. Dthera has two core products: DTHR-ALZ, a development-stage product that has been granted Breakthrough Device designation by the FDA for the mitigation of the symptoms of agitation and depression associated with major neurocognitive disorder of the Alzheimer's type; and ReminX™, a consumer health product and general wellness device exempt from FDA regulations available for purchase for individuals suffering from social isolation and dementia. Consolidated Financial Statements The accompanying financial statements 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, 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 September 30, 2018 and 2017, are not necessarily indicative of the operating results for the full years.

2. Going Concern

2. Going Concern	9 Months Ended
	Sep. 30, 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 $7,676,831, and to date has only minimal revenues which to date have been insufficient 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) achieve adequate revenues from its operations. Management's plan to address these issues includes, (a) continuing to exercise of tight cost controls to conserve cash, (b) obtaining additional financing, (c) placing revenue producing products into place, and (d) identifying and executing on additional revenue generating opportunities. There can be no guarantee that the Company will be unable to achieve the above results or to obtain adequate financing on terms considered satisfactory to the Company, or at all.

3. Summary of Significant Accou

3. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation 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. Inventory The Company reported inventory related to its ReminX tablets as of September 30, 2018. The Company adopted FIFO as its inventory valuation method and reports inventory at the lower of cost or net realizable value. Software Development The Company accounts for internal use software development costs in accordance with authoritative guidance related to accounting for the costs of application 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. The application development stage begin in the first fiscal quarter of 2018 and the post-implementation/operation stage was reached in the third fiscal quarter of 2018. Research and Development The Company engages in new software and hardware development efforts. Research and development expenses relating to possible future software and hardware are expensed as incurred. Research and development expenses were $64,377 and $142,565 for the three and nine months ended September 30, 2018, respectively, and $66,940 and $158,274 for the three and nine months ended September 30, 2017, respectively. Revenue The Company generates revenue from the sale of device consisting of a digital tablet specifically designed for seniors with proprietary software. As the nature of the Company’s performance obligation to its customers is to provide digital reminiscence therapy, which requires both the tablet and the software, the Company determined it has a single performance obligation. The Company recognizes revenue upon satisfaction of the single performance obligation ratably over the contract period as the customer receives and consumes the benefits derived from the Company’s performance as the Company performs. Derivative Instruments The Company evaluates its convertible notes and warrants to determine whether those contracts, or components of those contracts, qualify as derivatives to be separately accounted for. To the extent the conversion price of notes issued is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, the fair value of the notes is recognized as a derivative instrument at the issuance date. The classification of derivative instruments is re-assessed at the end of each financial reporting period. Each derivative is measured at the transaction date and will be remeasured by a third-party specialist and reported at fair value with changes reported through profit and loss each financial reporting date until the liabilities are settled. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and the fair value is classified as equity. The Company uses a Monte Carlo simulation to value its derivatives due to the path-dependent nature of certain potential exercise price adjustments. The Company does not use derivative instruments to hedge exposure to cash flow or fair value risks. Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. Professional Fees and Depreciation are presented with General and Administrative expenses. Research and Development costs and Sales and Marketing expenses have been presented separately from General and Administrative expenses. Related Party Advances are presented with Accounts Payable and Accrued Liabilities and Restricted Cash is presented separately from Cash. 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 nine months ended September 30, 2018 and 2017, all of the Company’s potentially dilutive securities (options, warrants, and conversion features) 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 790,945 and 396,437 for the nine months ended September 30, 2018 and 2017, respectively. Reverse stock split On September 25, 2018, the Company effectuated a reverse stock-split of its issued and outstanding common stock at a ratio of one-for-20 (the “Listing Reverse Split”). The Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to effectuate the Listing Reverse Split. The Listing Reverse Split did not affect the number of authorized shares of common stock. A proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding equity awards, options and warrants to purchase shares of common stock and outstanding convertible notes. The accompanying condensed consolidated financial statements and notes give retroactive effect to the Listing Reverse Split for all periods presented. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) . In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, Restricted Cash (“ASU 2016-18”) to address diversity in practice in the classification and presentation of changes in restricted cash on the statement of cash flows. Under ASU 2016-18, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash amounts shown on the statement of cash flows. The update was effective for the Company January 1, 2018 and was applied using a retrospective transition method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity-classified awards upon vesting has been eliminated. ASU 2018-07 will have a material impact on the Company’s financial statements as a significant number of options were granted to nonemployees. The Company adopted ASU 2018-07 July 1, 2018.

4. Inventory

4. Inventory	9 Months Ended
	Sep. 30, 2018
Inventory Disclosure [Abstract]
Inventory	NOTE 4 – INVENTORY The following presents the inventory activity during the period: 2018 Inventory, December 31, 2017 $ – Tablets transferred from property and equipment 85,063 Purchases 68,450 Sales (66,549 ) Impairment (16,019 ) Inventory, September 30, 2018 $ 70,945 Prior to the rollout of ReminX, the Company planned to lease tablets to customers and recover the tablet at the end of the lease term. As such, the Company reported its tablet assets within property and equipment. In the third quarter of 2018, the Company changed its strategy and determined it would sell the tablets to customers pursuant to a short-term financing arrangement. Upon the change in strategy, the Company reclassified its tablets to inventory. During the three and nine months ended September 30, 2018, the Company expensed $16,019 to write down the net realizable value of the inventory to expected sales price. The charge was recognized in cost of sales.

5. Prepaid Expenses

5. Prepaid Expenses	9 Months Ended
	Sep. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaids and other current assets	NOTE 5 – PREPAID EXPENSES Prepaid expenses consisted of the following: September 30, 2018 December 31, 2017 Tablets $ 467,640 $ – Professional services 73,841 9,354 Commissions 18,000 – Study 15,000 – Marketing services 11,692 77,655 Subscription 11,000 6,667 Freight 6,000 – Insurance 5,310 – Rent – 1,500 Total prepaid expenses $ 608,483 $ 95,176 During nine months ended September 30, 2018, the Company made prepayments to its equipment manufacturer to procure the raw materials and to perform the subassembly of the tablets to be sold. The Company does not have any ownership rights to the assets until the finished goods are received, therefore the prepayment of tablets is classified as a Prepaid Equipment until receipt occurs.

6. Property and Equipment

6. Property and Equipment	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 6 – PROPERTY AND EQUIPMENT The Company’s property and equipment were comprised of the following as of September 30, 2018, and December 31, 2017: September 30, 2018 December 31, 2017 Computer and Equipment $ 8,025 $ 10,237 Assets Used to Fulfill Contract Obligations – 70,195 Tooling for ReminX hardware 56,500 – Less: Accumulated Depreciation (18,926 ) (3,067 ) Net Property and Equipment $ 45,599 $ 77,365 Depreciation expense for the three and nine months ended September 30, 2018 was $14,795 and $16,650, respectively. Depreciation expense for the three and nine months ended September 30, 2017, was $333 and $766, respectively. The Company recorded a loss on disposal of fixed assets in the nine months ended September 30, 2018 of $6,170, with no related expense in the three months ended September 30, 2018 or in the three and nine months ended September 30, 2017. The Company transferred its Assets Used to Fulfill Contract Obligations to Inventory in the third fiscal quarter of 2018 as the Company determined it would sell, rather than lease, its ReminX tablets. The Company capitalized $56,500 for tooling for its ReminX hardware in the third quarter of 2018 and estimated the useful life of the tooling was one year. The Company recognized $14,125 of depreciation expense in cost of revenue related to the tooling in the three and nine months ended September 30, 2018 with no comparable charge in the comparative period.

7. Software Development Costs

7. Software Development Costs	9 Months Ended
	Sep. 30, 2018
Research and Development [Abstract]
Software Development Costs	NOTE 7 – 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” The Company began amortizing the software August 1, 2018 after the rollout of the ReminX product. The Company recognized amortization of $14,429 in the three and nine months ended September 30, 2018, reported in cost of revenue on the Statement of Operations. The Company considered the applicability of ASC 985-20 for accounting for its internally developed software. The customer does not have a contractual right to take possession of the software, and the software is only available on ReminX tablets (i.e. the Company has not made ReminX software available for use on third-party hardware subsequent to the rollout of the ReminX product on proprietary hardware). The software resides on the Company’s hardware and is accessed on an as-needed basis over the Internet. As such, the software is subject to a hosting arrangement and is therefore not within the scope of ASC 985.

8. Debt

8. Debt	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Debt	NOTE 8 – DEBT Notes payable The following notes payable were outstanding as of September 30, 2018, with no comparable balances as of December 31, 2017: Ref Amount Interest rate Net debt discount Carrying value of debt Accrued and unpaid interest Total 1 $ 50,000 14.4% $ – $ 50,000 $ 1,321 $ 51,321 2 50,000 12.0% – 50,000 1,578 51,578 3 50,000 12.0% – 50,000 1,561 51,561 5 275,000 OID (139,151 ) 135,849 – 135,849 6 550,000 OID (276,267 ) 273,733 2,564 276,297 Total $ 975,000 $ (415,418 ) $ 559,582 $ 7,024 $ 566,606 (1) On May 11, 2018, the Company issued a short-term promissory note to an unrelated party for $50,000 due 30 days from the date of issuance. The note bore an interest rate of 14.4% per annum, and the Company had 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. On June 10, 2018, the Company extended the term of the above short-term promissory note of $50,000 to October 31, 2018. All other terms remained the same. This note was subsequently repaid. See Subsequent Events Footnote 13 for additional details. (2) On June 28, 2018, the Company issued a short-term promissory note to an unrelated party for $50,000 due 90 days from the date of issuance. The note bore interest at a rate of 12% per annum, and the Company had 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. This note was extended on August 28, 2018 to October 31, 2018 and was subsequently repaid. See Subsequent Events Footnote 13 for additional details. (3) On July 2, 2018, the Company issued a short-term note to a related party for $50,000 due 90 days from the date of issuance. The note bore interest at a rate of 12% per annum, and the Company had the right to pre-pay with no penalty or premium. In November 2018, the Company modified the loan as part of its crossover funding, which will automatically convert to common shares upon uplisting. See Subsequent Events Footnote 13 for additional details. (4) On July 2, 2018, the Company issued a short-term note to a related party for $100,000 due 60 days from the date of issuance. The note bore an interest rate of 12% per annum, and the Company had 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. This note was extinguished as a part of the following note. (5) On September 17, 2018, the Company issued a short-term 10% original issue discount (“OID”) note to a related party with a face amount of $550,000 and a purchase price of $500,000, $400,000 of which was received in cash and $100,000 was paid through the extinguishment of an existing promissory note, referenced above. The note is due and payable January 17, 2019 and is secured by the Company’s assets. Upon closing of the crossover funding, the note will automatically convert to a convertible note which will convert into common shares upon uplisting. In connection with the note, the Company issued 25,000 shares of common stock and 50,000 warrants to purchase 50,000 additional shares. The initial debt discount recorded was $301,775, based on the relative fair value of the warrants and common stock issued, as well as OID interest. The debt discount will be accreted according to the effective interest method over the contractual term of the note. The warrants qualified for equity classification and were reported within Additional Paid-In Capital as of September 30, 2018. (6) On September 14, 2018, the Company issued a short-term 10% OID note to a related party with a face amount of $275,000 and a purchase price of $250,000. The note is due and payable January 14, 2019 and is secured by the Company’s assets. Upon closing of the crossover funding, the note will automatically convert to a convertible note which will convert into common shares upon uplisting. In connection with the note, the Company issued 12,500 shares of common stock and 25,000 warrants. The initial debt discount recorded was $154,760, based on the relative fair value of the warrants and common stock issued, as well as OID interest. The debt discount will be accreted according to the effective interest method over the contractual term of the note. The warrants qualified for equity classification and were reported within Additional Paid-In Capital as of September 30, 2018. Convertible note The following convertible note was outstanding as of September 30, 2018, with no comparable balances as of December 31, 2017: Ref Amount Interest rate Net debt discount Carrying value of debt Accrued and unpaid interest Total 7 1,100,000 OID (1,099,999 ) 1 – 1 Total $ 1,100,000 $ (1,099,999 ) $ 1 $ – $ 1 (7) On September 21, 2018, the Company issued a short term 10% OID convertible note to an unrelated party with a face amount of $1.1 million and a purchase price of $1.0 million. The convertible note is secured by the Company’s assets. Of the face amount of this note, $550,000 automatically converts to common shares upon uplisting and $550,000 is convertible into common shares at a conversion price of $10.00 per share at any time after uplisting or certain other events. The Company analyzed the conversion feature of the agreement for derivative accounting considerations under ASC 815-15 “Derivatives and Hedging” and determined the embedded conversion feature should be classified as a derivative because the exercise price of the convertible note is subject to a variable conversion rate upon default and default includes matters outside the control of the Company. Accordingly, the Company bifurcated the conversion feature of the note and recorded a derivative liability pursuant to ASC 815. In connection with the note, the Company issued 50,000 shares of common stock and warrants to purchase 100,000 additional shares. The warrants did not qualify for equity classification based on the Company’s inability to assert there will be sufficient authorized and unissued shares of common stock to fulfill its obligation to settle the contract in shares should the warrants be exercised. Therefore, the warrants are reported as a derivative liability as of September 30, 2018. The initial fair value of the warrants and conversion feature were $792,191 and $389,829, respectively. The fair values of the warrants and conversion feature were remeasured as of the end of the financial reporting period and were determined to equal $718,539 and $388,172, respectively. The initial debt discount recorded was $1.1 million which will be accreted according to the effective interest method over the contractual term of the note. The excess fair value at initial measurement was recorded as derivative expense on the Statement of Operations. Refer to Note 12 for additional information regarding the fair value measurement of the warrants and beneficial conversion feature.

9. Common Stock

9. Common Stock	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Common Stock	NOTE 9 – COMMON STOCK As of September 30, 2018, the Company was authorized to issue 600,000,000 shares of $0.001 par value per share Common Stock, of which 2,667,602 and 2,352,166 shares were issued outstanding as of September 30, 2018, and December 31, 2017, respectively. During the nine months ended September 30, 2018, the Company issued 199,093 shares of Common Stock for $2,024,350 in cash in connection with a private placement offering. During the nine months ended September 30, 2018, option holders exercised 14,843 options at $2.14 per share of common stock for $31,806. During the nine months ended September 30, 2018, the Company issued an aggregate of 87,500 shares of stock in connection with the issuance of debt instruments as noted above. The fair value allocated to the commitment shares on a relative fair value basis was $194,216, which was recorded as a debt discount on the Statement of Financial Position. During the nine months ended September 30, 2018, the Company issued 14,000 shares of common stock in exchange for strategic advisory and marketing services. The fair value of the stock compensation was $123,632 of which $50,898 and $63,957 was recognized in general and administrative expenses for the three and nine months ended September 30, 2018, respectively, with the remainder in prepaid assets for future services.

10. Stock Options and Warrants

10. Stock Options and Warrants	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options and Warrants	NOTE 10 – STOCK 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 75,000 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 $13.00, which was the market price of the options on the date of the grant. Included in the grants were options to purchase up to 12,500 shares to the Company’s President and Chief Executive Officer, and options to purchase up to 12,500 shares to the Company’s Chief Technical Officer. The options were not issued pursuant to a stock option or stock incentive plan. On April 6, 2018, the Company’s Board of Directors approved the grant of 12,500 shares of the Company’s common stock to the newest member of the Board of Directors. 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 $13.00. On June 13, 2018, the Company’s Board of Directors approved the grant of 3,000 options to purchase shares of the Company’s common stock, to a consultant in exchange for services. The options granted had an exercise price of $9.00 per share. One-sixth of the options shall vest each month for six months, the first one-sixth will vest in June 2018 and the last one-sixth will vest in November 2018. The grants expire on the eighth anniversary of the date of grant. On June 28, 2018, the Company’s Board of Directors approved the grant of an aggregate of 12,500 options to purchase shares of the Company’s common stock, consisting of grants of 6,250 options to two Board Members of the Company. The options granted had an exercise price of $8.40 per share, and vest one-third on each of the first, second, and third anniversaries of the date of grant, and expire on the eighth anniversary of the date of grant. On June 29, 2018, the Company’s Board of Directors approved the grant of an aggregate of 30,000 options to purchase shares of the Company’s common stock, consisting of grants of 1,250 options to 24 employees and consultants to the Company who had been instrumental in helping the Company get to the point of the initial rollout. The options granted had an exercise price of $8.40 per share, and vest one-third on each of the first, second, and third anniversaries of the date of grant, and expire on the eighth anniversary of the date of grant. The Company early adopted ASU 2018-07 in the third quarter of 2018. As such, the outstanding options issued to non-employees were measured using the Black-Scholes valuation model as of July 1, 2018 and will be amortized ratably over the remaining service period. An adjustment was made to retained earnings in the amount of $190 in connection with the adoption of the updated accounting guidance. Stock options issued to employees are valued on the date of issuance and amortized over the service period until they fully vest 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. As of September 30, 2018, the compensation expense totaled $2,001,102 to be recognized over the vesting period. The Company recorded $174,050 and $388,855 of stock-based compensation expense in the three and nine months ended September 30, 2018, respectively. The Company recorded a reversal of $652,489 in the three months ended September 30, 2017 due to a decrease in the value of the underlying stock. The Company recorded $399,049 of stock-based compensation expense in the nine months ended September 30, 2017. As of September 30, 2018, the Company had $ 1,219,425 in unrecognized expense related to future vesting of stock options. The following table summarizes the changes in options outstanding of the Company during the nine months ending September 30, 2018: Number of Options Weighted Average Exercise Price per Share Weighted Aggregate Outstanding, December 31, 2017 69,118 $ 5.75 Granted 133,000 $ 11.44 Exercised (14,843 ) $ 2.14 Cancelled (13,750 ) $ 11.75 Outstanding, September 30, 2018 173,525 $ 9.95 7.43 $ 144,996 Exercisable, September 30, 2018 52,147 $ 6.88 7.05 $ 109,774 Stock Purchase Warrants During the nine months ended September 30, 2018, the Company issued 175,000 warrants in connection with its debt agreements. The following table summarizes the changes in warrants outstanding during the nine months ended September 30, 2018: Number of Warrants Weighted Average Exercise Price per Share Outstanding, December 31, 2017 327,719 $ 9.00 Warrants issued pursuant to debt agreements 175,000 13.00 Outstanding, September 30, 2018 502,719 $ 10.39 Exercisable, September 30, 2018 100,000 $ 13.00 The warrants issued in 2017 are contractually exercisable two years after the grant date and expire four years after the grant date. There is a 30-day mandatory exercise period triggered by the Company’s stock trading on a national exchange at a price of more than $50.00 per share for 30 consecutive trading days. If warrants are not exercised within 30 days of the mandatory exercise period termination, the warrants will be forfeited. With respect to the warrants issued in 2018, 75,000 warrants are contractually exercisable 180 days after the grant date and expire five years after the grant date. The remaining 100,000 warrants are contractually exercisable immediately upon issuance and expire five years after the grant date.

11. Revenue Recognition

11. Revenue Recognition	9 Months Ended
	Sep. 30, 2018
Revenue from Contract with Customer [Abstract]
Revenue Recognition	NOTE 11 – REVENUE RECOGNITION The Company provides digital reminiscence therapy to users suffering from neurodegenerative diseases and social isolation in a single operating segment. Sales are related to a beta version of the company’s product that incorporated the Company’s proprietary software but not the proprietary hardware and the newly rolled out ReminX product. ReminX is a consumer health product and general wellness device exempt from FDA regulations that is designed for seniors suffering from social isolation and living with dementia. ReminX is comprised of three key components: A ReminX computer tablet (proprietary hardware), an AI chatbot, and a family feedback loop (proprietary software). The initial commercial rollout of ReminX began in the three months ending September 2018. Revenue recognized in the three months ended September 30, 2018 Revenue recognized in the nine months ended September 30, 2018 Beta version 4,122 4,122 ReminX 2,363 2,363 Total Revenue $ 6,485 $ 6,485 The balances of the contract liabilities from contracts with customers as of September 30, 2018 and December 31, 2017 were as follows: Contract liabilities included in deferred revenue Balance as of January 1, 2017 1,800 Balance as of September 30, 2018 12,287 Change $ 10,487 Contract liabilities are recorded when subscription payments are collected in advance of delivery of subscription services. The change in contract liabilities primarily relates to customer activity associated with the prepaid pricing option including the receipt of cash payments and the satisfaction of performance obligations. Of the revenue recognized in the three and nine months ended September 30, 2018, $3,945 and $1,800 were reported in deferred revenue as of June 30, 2018, and December 31, 2017, respectively. As of September 30, 2018, the aggregate amount of transaction price allocated to remaining performance obligations was $12,287. The performance obligations will be satisfied within the next 12 months. The Company adopted the practical expedient to recognize as expense when incurred incremental costs to obtain contracts as all contracts are 12 months or less. Deferred contract costs incurred to fulfill the contract will be amortized ratably over the 12-month contract period. Amortization of deferred contract costs was $57,687 for the three and nine months ended September 30, 2018. A significant portion of the revenue recognized in the three and nine months ended September 30, 2018 arises from transactions with customers for services provided during beta testing on third-party tablets prior to the rollout of ReminX.

12. Fair Value Measurements

12. Fair Value Measurements	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 12 - FAIR VALUE MEASUREMENTS Measurement at fair value approximates amounts that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. The Company uses the Black-Scholes options pricing option model to measure the fair value of stock options and Monte Carlo simulations to measure the fair value of derivative liabilities. The derivative liabilities arise from certain conversion features of convertible debt and certain warrants issued in connection with the convertible debt. The table below presents the Company’s instruments measured at fair value as of September 30, 2018: Level 1 Level 2 Level 3 Total Fair value of options $ – $ – $ – $ – Fair value of derivative liabilities $ – $ – $ 1,106,711 $ 1,106,711 The table below presents the Company’s instruments measured at fair value as of December 31, 2017: Level 1 Level 2 Level 3 Total Fair value of options $ – $ – $ 960,518 $ 960,518 Derivative liabilities The following table presents the change in the fair value of the derivative liabilities: 2018 Fair value of instruments measured at fair value, December 31, 2017 $ – Initial recognition of a derivative liability 1,182,020 Change in fair value of derivative liability (75,309 ) Fair value of instruments measured at fair value, September 30, 2018 $ 1,106,711 The terms of the warrants provide that in the event the Company issues shares at a price per share lower than the exercise price in effect, the exercise price will be reduced to equal the per share price of the new securities. Similarly, the terms of the convertible note provide that in the event the Company issues new shares at a price lower than the conversion price in effect, the conversion price will be reduced to equal the per share price of the new securities. Due to the path-dependent nature of potential price adjustments, it is necessary to value the instruments using a Monte Carlo simulation. The inputs used for the valuation are as follows: Initial measurement As of September 30, 2018 Warrants Conversion Warrants Conversion Valuation date 9/21/2018 9/21/2018 9/30/2018 9/30/2018 Expected term 5 years 0.50 years 4.98 years 0.48 years Stock price $ 10.00 $ 10.00 $ 8.99 $ 8.99 Exercise price $ 13.00 $ 10.00 $ 13.00 $ 10.00 Volatility 107.2% 107.3% 107.6% 108.2% Risk-free rate 2.95% 2.38% 2.94% 2.34% The volatility assumption was measured from the volatility of guideline public companies using a historical period commensurate with the remaining expected term of the applicable instrument.

13. Subsequent Events

13. Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 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: Financing In October 2018, the Company repaid two promissory notes and all accrued and unpaid interest thereon in the amount of $102,971. In October 2018, the Company modified a $50,000 loan as part of its crossover funding, which will automatically convert to common shares upon uplisting. The note bears interest at a rate of 6% per annum and may be prepaid at any time at 125% of the outstanding principal at the time of repayment, plus accrued and unpaid interest. Stock Options In October 2018, the Company’s Board of Directors approved the grant of 20,000 options to purchase shares of the Company’s common stock. The options granted had an exercise price of $4.10 per share, and vest one-third on each of the first, second, and third anniversaries of the date of grant, and expire on the eighth anniversary of the date of grant. In October 2018, the Company’s Board of Directors approved the grant of 12,500 options to purchase shares of the Company’s common stock to contractors. The options granted had an exercise price of $4.10 per share, and vest one-third on each of the first, second, and third anniversaries of the date of grant, and expire on the eighth anniversary of the date of grant.

3. Summary of Significant Acc_2

3. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Nature of Business	Basis of Preparation 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.
Inventory	Inventory The Company reported inventory related to its ReminX tablets as of September 30, 2018. The Company adopted FIFO as its inventory valuation method and reports inventory at the lower of cost or net realizable value.
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 application 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. The application development stage begin in the first fiscal quarter of 2018 and the post-implementation/operation stage was reached in the third fiscal quarter of 2018.
Research and Development	Research and Development The Company engages in new software and hardware development efforts. Research and development expenses relating to possible future software and hardware are expensed as incurred. Research and development expenses were $64,377 and $142,565 for the three and nine months ended September 30, 2018, respectively, and $66,940 and $158,274 for the three and nine months ended September 30, 2017, respectively.
Revenue	Revenue The Company generates revenue from the sale of device consisting of a digital tablet specifically designed for seniors with proprietary software. As the nature of the Company’s performance obligation to its customers is to provide digital reminiscence therapy, which requires both the tablet and the software, the Company determined it has a single performance obligation. The Company recognizes revenue upon satisfaction of the single performance obligation ratably over the contract period as the customer receives and consumes the benefits derived from the Company’s performance as the Company performs.
Derivative Instruments	Derivative Instruments The Company evaluates its convertible notes and warrants to determine whether those contracts, or components of those contracts, qualify as derivatives to be separately accounted for. To the extent the conversion price of notes issued is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, the fair value of the notes is recognized as a derivative instrument at the issuance date. The classification of derivative instruments is re-assessed at the end of each financial reporting period. Each derivative is measured at the transaction date and will be remeasured by a third-party specialist and reported at fair value with changes reported through profit and loss each financial reporting date until the liabilities are settled. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and the fair value is classified as equity. The Company uses a Monte Carlo simulation to value its derivatives due to the path-dependent nature of certain potential exercise price adjustments. The Company does not use derivative instruments to hedge exposure to cash flow or fair value risks.
Reclassification	Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. Professional Fees and Depreciation are presented with General and Administrative expenses. Research and Development costs and Sales and Marketing expenses have been presented separately from General and Administrative expenses. Related Party Advances are presented with Accounts Payable and Accrued Liabilities and Restricted Cash is presented separately from Cash.
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 nine months ended September 30, 2018 and 2017, all of the Company’s potentially dilutive securities (options, warrants, and conversion features) 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 790,945 and 396,437 for the nine months ended September 30, 2018 and 2017, respectively.
Reverse stock split	Reverse stock split On September 25, 2018, the Company effectuated a reverse stock-split of its issued and outstanding common stock at a ratio of one-for-20 (the “Listing Reverse Split”). The Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to effectuate the Listing Reverse Split. The Listing Reverse Split did not affect the number of authorized shares of common stock. A proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding equity awards, options and warrants to purchase shares of common stock and outstanding convertible notes. The accompanying condensed consolidated financial statements and notes give retroactive effect to the Listing Reverse Split for all periods presented.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) . In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, Restricted Cash (“ASU 2016-18”) to address diversity in practice in the classification and presentation of changes in restricted cash on the statement of cash flows. Under ASU 2016-18, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash amounts shown on the statement of cash flows. The update was effective for the Company January 1, 2018 and was applied using a retrospective transition method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity-classified awards upon vesting has been eliminated. ASU 2018-07 will have a material impact on the Company’s financial statements as a significant number of options were granted to nonemployees. The Company adopted ASU 2018-07 July 1, 2018.

4. Inventory (Tables)

4. Inventory (Tables)	9 Months Ended
	Sep. 30, 2018
Inventory Disclosure [Abstract]
Schedule of inventories	2018 Inventory, December 31, 2017 $ – Tablets transferred from property and equipment 85,063 Purchases 68,450 Sales (66,549 ) Impairment (16,019 ) Inventory, September 30, 2018 $ 70,945

5. Prepaids Expenses (Tables)

5. Prepaids Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaids Expenses	NOTE 5 – PREPAID EXPENSES Prepaid expenses consisted of the following: September 30, 2018 December 31, 2017 Tablets $ 467,640 $ – Professional services 73,841 9,354 Commissions 18,000 – Study 15,000 – Marketing services 11,692 77,655 Subscription 11,000 6,667 Freight 6,000 – Insurance 5,310 – Rent – 1,500 Total prepaid expenses $ 608,483 $ 95,176 During the nine months ended September 30, 2018, the Company made prepayments to its equipment manufacturer to procure the raw materials and to perform the subassembly of the tablets to be sold. The Company does not have any ownership rights to the assets until the finished goods are received, therefore the prepayment of tablets is classified as a Prepaid Tablets until receipt occurs.

6. Property and Equipment (Tabl

6. Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Property and equipment schedule	September 30, 2018 December 31, 2017 Computer and Equipment $ 8,025 $ 10,237 Assets Used to Fulfill Contract Obligations – 70,195 Tooling for ReminX hardware 56,500 – Less: Accumulated Depreciation (18,926 ) (3,067 ) Net Property and Equipment $ 45,599 $ 77,365

8. Debt (Tables)

8. Debt (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of debt	Ref Amount Interest rate Net debt Carrying Accrued Total 1 $ 50,000 14.4% $ – $ 50,000 $ 1,321 $ 51,321 2 50,000 12.0% – 50,000 1,578 51,578 3 50,000 12.0% – 50,000 1,561 51,561 5 275,000 OID (139,151 ) 135,849 2,564 138,413 6 550,000 OID (276,267 ) 273,733 – 273,736 $ 975,000 $ (415,418 ) $ 559,582 $ 7,024 $ 566,609
Schedule of convertible notes payable	Ref Amount Interest Net debt Carrying Accrued and Total 7 1,100,000 OID (1,099,999 ) 1 – 1 $ 1,100,000 $ (1,099,999 ) $ 1 $ – $ 1

10. Stock Purchase Options and

10. Stock Purchase Options and Warrants (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Option activity	Number of Options Weighted Average Exercise Price per Share Weighted Aggregate Outstanding, December 31, 2017 69,118 $ 5.75 Granted 133,000 $ 11.44 Exercised (14,843 ) $ 2.14 Cancelled (13,750 ) $ 11.75 Outstanding, September 30, 2018 173,525 $ 9.95 7.43 $ 144,996 Exercisable, September 30, 2018 52,147 $ 6.88 7.05 $ 109,774
Schedule of warrants outstanding	Number of Warrants Weighted Average Exercise Price per Share Outstanding, December 31, 2017 327,719 $ 9.00 Warrants issued pursuant to debt agreements 175,000 13.00 Outstanding, September 30, 2018 502,719 $ 10.39 Exercisable, September 30, 2018 100,000 $ 13.00

11. Revenue Recognition (Tables

11. Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2018
Revenue from Contract with Customer [Abstract]
Subscriptions	Revenue recognized in the three months ended September 30, 2018 Revenue recognized in the nine months ended September 30, 2018 Beta version 4,122 4,122 ReminX 2,363 2,363 Total Revenue $ 6,485 $ 6,485
Contract liabilities	Contract liabilities included in deferred revenue Balance as of January 1, 2017 1,800 Balance as of September 30, 2018 12,287 Change $ 10,487

12. Fair Value Measurements (Ta

12. Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	Level 1 Level 2 Level 3 Total Fair value of options $ – $ – $ – $ – Fair value of derivative liabilities $ – $ – $ 1,106,711 $ 1,106,711 The table below presents the Company’s instruments measured at fair value as of December 31, 2017: Level 1 Level 2 Level 3 Total Fair value of options $ – $ – $ 960,518 $ 960,518
Schedule of Derivative Liabilities at Fair Value	2018 Fair value of instruments measured at fair value, December 31, 2017 $ – Initial recognition of a derivative liability 1,182,020 Change in fair value of derivative liability (75,309 ) Fair value of instruments measured at fair value, September 30, 2018 $ 1,106,711
Schedule of Valuation Techniques	Initial measurement As of September 30, 2018 Warrants Conversion feature Warrants Conversion feature Valuation date 9/21/2018 9/21/2018 9/30/2018 9/30/2018 Expected term 5 years 0.50 years 4.98 years 0.48 years Stock price $ 10.00 $ 10.00 $ 8.99 $ 8.99 Exercise price $ 13.00 $ 10.00 $ 13.00 $ 10.00 Volatility 107.2% 107.3% 107.6% 108.2% Risk-free rate 2.95% 2.38% 2.94% 2.34%

2. Going Concern (Details Narra

2. Going Concern (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (7,676,831)	$ (4,536,947)

3. Summary of Significant Acc_3

3. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Accounting Policies [Abstract]
Research and development expenses	$ 64,377	$ 66,940	$ 142,565	$ 158,274
Antidilutive shares excluded from EPS			790,945	396,437

4. Inventory (Details)

4. Inventory (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Inventory Disclosure [Abstract]
Inventory at beginning			$ 0
Tablets transferred from property and equipment			85,063
Purchases			68,450
Sales			1,901	$ 0
Impairment	$ (16,019)	$ 0	(16,019)	$ 0
Inventory at end	$ 70,945		$ 70,945

4. Inventory (Details Narrative

4. Inventory (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Inventory Disclosure [Abstract]
Inventory write down	$ (16,019)	$ 0	$ (16,019)	$ 0

5. Prepaid Expenses (Details)

5. Prepaid Expenses (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Tablets	$ 467,640	$ 0
Professional services	73,841	9,354
Commissions	18,000	0
Study	15,000	0
Marketing services	11,692	77,655
Subscription	11,000	6,667
Freight	6,000	0
Insurance	5,310	0
Rent	0	1,500
Net prepaid expense	$ 608,483	$ 95,176

6. Property and Equipment (Deta

6. Property and Equipment (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Computer and equipment	$ 8,025	$ 10,237
Assets used to fulfill contract obligations	0	70,195
Tooling for ReminX hardware	56,500	0
Less: Accumulated depreciation	(18,926)	(3,067)
Net property and equipment	$ 45,599	$ 77,365

6 Property and Equipment (Detai

6 Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 14,795	$ 333	$ 16,650	$ 766
Loss on disposal of fixed assets	$ 0	$ 0	$ (6,170)	$ 0

7. Software Development Costs (

7. Software Development Costs (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Research and Development [Abstract]
Amortization of software development costs	$ 14,210	$ 14,429

8. Debt (Details - Notes Payabl

8. Debt (Details - Notes Payable)	Sep. 30, 2018USD ($)
Note Payable 1 [Member]
Face amount	$ 50,000
Interest rate	14.40%
Net debt discount	$ 0
Carrying value of debt	50,000
Accrued and unpaid interest	1,321
Total notes payable	51,321
Note Payable 2[Member]
Face amount	$ 50,000
Interest rate	12.00%
Net debt discount	$ 0
Carrying value of debt	50,000
Accrued and unpaid interest	1,578
Total notes payable	51,578
Note Payable 3 [Member]
Face amount	$ 50,000
Interest rate	12.00%
Net debt discount	$ 0
Carrying value of debt	50,000
Accrued and unpaid interest	1,561
Total notes payable	51,561
Note Payable 5 [Member]
Face amount	275,000
Net debt discount	(139,151)
Carrying value of debt	135,849
Accrued and unpaid interest	2,564
Total notes payable	138,413
Note Payable 6 [Member]
Face amount	550,000
Net debt discount	(276,267)
Carrying value of debt	273,733
Accrued and unpaid interest	0
Total notes payable	273,736
Notes Payable [Member]
Face amount	975,000
Net debt discount	(415,418)
Carrying value of debt	559,582
Accrued and unpaid interest	7,024
Total notes payable	$ 566,609

8. Debt (Details - Convertible

8. Debt (Details - Convertible Notes) - Convertible Notes Payable [Member]	Sep. 30, 2018USD ($)
Face amount	$ 1,100,000
Net debt discount	(1,099,999)
Carrying value of debt	1
Accrued and unpaid interest	0
Total Convertible notes	$ 1

8. Debt (Details Narrative)

8. Debt (Details Narrative)	9 Months Ended
	Sep. 30, 2018USD ($)shares
Note Payable 1 [Member]
Debt issuance date	May 11, 2018
Debt face value	$ 50,000
Debt stated interest rate	14.40%
Note Payable 2[Member]
Debt issuance date	Jun. 28, 2018
Debt face value	$ 50,000
Debt stated interest rate	12.00%
Note Payable 3 [Member]
Debt issuance date	Jul. 2, 2018
Debt face value	$ 50,000
Debt stated interest rate	12.00%
Note Payable 4 [Member]
Debt issuance date	Jul. 2, 2018
Debt face value	$ 100,000
Debt stated interest rate	12.00%
Note Payable 5 [Member]
Debt issuance date	Sep. 17, 2018
Debt face value	$ 275,000
Number Of Common Stock Convered | shares	25,000
Initial Debt Discount	$ 301,775
Note Payable 6 [Member]
Debt issuance date	Sep. 14, 2018
Debt face value	$ 550,000
Number Of Common Stock Convered | shares	12,500
Initial Debt Discount	$ 154,760
Note Payable 7 [Member]
Debt issuance date	Sep. 21, 2018
Debt face value	$ 1,100,000
Debt stated interest rate	10.00%
Number Of Common Stock Convered | shares	550,000
Initial Debt Discount	$ 1,100,000
Beneficial Conversion Feature	792,191
Fair values of warrants	390
Remeasurement of fair values of the warrants	718,539
Remeasurement of Beneficial conversion feature	$ 388,172

9. Common Stock (Details Narrat

9. Common Stock (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Common stock Par value	$ 0.001	$ 0.001		$ 0.001
Common stock, Authorized	600,000,000	600,000,000		600,000,000
Common stock, Issued	2,667,602	2,667,602		2,352,166
Common stock, outstanding	2,667,602	2,667,602		2,352,166
Proceeds from options exercised		$ 31,806	$ 0
Stock issued in connection with issuance of debt		$ 87,500
Stock issued in connection with issuance of debt, Shares		194,216
strategic sales and marketing services
Stock issued in exchange of services, shares		14,000
Fair value of stock compensation		$ 123,632
strategic sales and marketing services | General and Administrative Expense [Member]
Fair value of stock compensation	$ 50,898	$ 63,957
Options Exercised [Member]
Stock issued upon exercise of options, shares		14,843
Options exercised, exercise price		$ 2.14
Proceeds from options exercised		$ 31,806
Private Placement [Member]
Stock issued new, shares		199,093
Proceeds from private placement		$ 2,024,350

10. Stock Purchase Options an_2

10. Stock Purchase Options and Warrants (Details - Option activity) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Number of Options
Options outstanding, beginning balance | shares	69,118
Options granted | shares	133,000
Options exercised | shares	(14,843)
Options cancelled | shares	(13,750)
Options outstanding, ending balance | shares	173,525
Options exercisable | shares	52,147
Weighted Average Exercise Price
Weighted average exercise price, options outstanding beginning | $ / shares	$ 5.75
Weighted average exercise price, options granted | $ / shares	11.44
Weighted average exercise price, options exercised | $ / shares	2.14
Weighted average exercise price, options cancelled | $ / shares	11.75
Weighted average exercise price, options outstanding ending | $ / shares	9.95
Weighted average exercise price, options exercisable | $ / shares	$ 6.88
Weighted-Average Remaining Contractual Term (In Years)
Weighted Average Remaining Contractual Term (in years) Outstanding	7 years 5 months 5 days
Weighted Average Remaining Contractual Term (in years) Exercisable	7 years 18 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding | $	$ 144,996
Aggregate Intrinsic Value Exercisable | $	$ 109,774

10. Stock Purchase Options an_3

10. Stock Purchase Options and Warrants (Details - Warrants)	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of warrants
Warrants outstanding, beginning balance | shares	327,719
Warrants issued | shares	175,000
Warrants outstanding, ending balance | shares	502,719
Warrants exercisable | shares	100,000
Weighted Average Exercise Price
Weighted Average Exercise Price, Warrants outstanding, beginning balance | $ / shares	$ 9
Weighted Average Exercise Price, Warrants issued | $ / shares	13
Weighted Average Exercise Price, Warrants outstanding, ending balance | $ / shares	10.39
Weighted average exercise price, exercisable | $ / shares	$ 13

10. Stock Purchase Options an_4

10. Stock Purchase Options and Warrants (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Share based compensation	$ 174,050	$ 652,489	$ 388,855	$ 399,049
Unrecognized stock option expense	$ 1,219,425		$ 1,219,425
Options [Member]
Options granted			75,000
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
Options granted, value			$ 2,097,912
Options [Member] | President [Member]
Options granted			12,500
Options [Member] | Chief Executive Officer [Member]
Options granted			12,500
Options [Member] | Newest member of Board of Directors [Member]
Options granted			12,500
Option exericse price			$ 8.40
Options [Member] | TwentyFour employees and consultants [Member]
Options granted			30,000
Option exericse price			$ 8.40
Options [Member] | Two Board Members [Member]
Options granted			12,500
Option exericse price			$ 8.40
Options [Member] | Consultant [Member]
Options granted			3,000
Option exericse price			$ 9

11. Revenue Recognition (Detail

11. Revenue Recognition (Details - Subscriptions) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 6,485	$ 0	$ 6,485	$ 0
Beta Version [Member]
Revenue	4,122		4,122
ReminX [Member]
Revenue	$ 2,363		$ 2,363

11. Revenue Recognition (Deta_2

11. Revenue Recognition (Details - contract liabilities)	9 Months Ended
	Sep. 30, 2018USD ($)
Revenue from Contract with Customer [Abstract]
Contract liabilities, beginning balance	$ 1,800
Contract liabilites, ending balance	12,287
Change in contract liabilities	$ 10,487

11. Revenue Recognition (Deta_3

11. Revenue Recognition (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Revenue from Contract with Customer [Abstract]
Deffered Revenue	$ 3,945	$ 1,800
Amortization of deferred contract costs	$ 57,687

12. Fair Value Measurements (De

12. Fair Value Measurements (Details - Fair Value Measurements) - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Fair value of derivative liabilities	$ 1,106,711	$ 0	$ 0	$ 234,502
Fair Value, Measurements, Recurring [Member]
Fair value of options	0	960,518
Fair value of derivative liabilities	1,106,711
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair value of options	0	0
Fair value of derivative liabilities	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair value of options	0	0
Fair value of derivative liabilities	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair value of options	0	$ 960,518
Fair value of derivative liabilities	$ 1,106,711

12. Fair Value Measurements (_2

12. Fair Value Measurements (Details - Change in the fair value of the derivative liabilities) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair value of instruments measured at fair value			$ 0	$ 234,502
Initial recognition of a derivative liability			1,182,020	0
Change in fair value of derivative liability	$ (75,309)	$ 0	(75,309)	(142,835)
Fair value of instruments measured at fair value	$ 1,106,711	$ 0	$ 1,106,711	$ 0