DTHERA SCIENCES (OTCMKTS:DTHR) Files An 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
ITEM 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
On April 7, 2017, the Board of Directors of Dthera Sciences (the
Company), functioning as the Companys Audit Committee, determined
that certain of the Companys previously filed financial
statements can no longer be relied upon. While preparing the
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, the Companys management became aware of an issue affecting
the Companys previously filed financial statements, described in
more detail below. Accordingly, the Companys management, in
conjunction with the Board of Directors, has determined that the
Companys financial statements in its transitional quarterly
report on Form 10-Q for the period ended September 30, 2016,
should no longer be relied upon.
The purpose of this Amendment on Form 10-Q for the nine months
ended September 30, 2016, filed with the Securities and Exchange
Commission on November 21, 2016, is to remove the conversion of
4,146,993 options that were accounted for as common stock during
the share exchange transaction between the Company and
EveryStory, Inc.,, to correct the stockholders equity to properly
reflect stock issuances, and to record the amortization of
options.
The Companys management has discussed the revisions and
corrections discussed above with the Companys independent public
accounting firm, and believes that the issues are related to and
arose in connection with the share exchange transaction between
the Company (f/k/a Knowledge Machine International, Inc.) and
EveryStory, specifically a misinterpretation relating to the
derivative securities of EveryStory and their treatment under the
share exchange agreement. Because that transaction has been
concluded, management does not believe that any continuing errors
will result, although management will continue to review the
financial statements and components of the share exchange
transaction to determine if any other misinterpretations have
occurred.
The Board of Directors has discussed the issues described above
with the Companys current independent registered public
accounting firm, Sadler Gibb Associates, LLC (SG), as well as the
effectiveness of the Companys disclosure controls and procedures
and internal controls over financial reporting, and the
determination that the above-referenced financial statements
should no longer be relied upon.
The Company has provided to SG a copy of this Current Report on
Form 8-K and the disclosures made in response to Item 4.02 above,
for their review and comment. The Company has requested SG to
provide a letter addressed to the Commission stating whether or
not it agrees with the statements and disclosures provided herein
with regard to SG and, if not, stating the respects in which SG
does not agree.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from SG (to be filed by amendment) |
About DTHERA SCIENCES (OTCMKTS:DTHR)
Dthera Sciences, formerly Knowledge Machine International, Inc., is a digital health company. The Company is focused on supporting Alzheimer’s and Dementia patients catering to the senior living market. The Company offers a product, EveryStory. EveryStory uses a chat system (called Rachel) to directly engage with family members. Through EveryStory, users can send various photos and record audio. EveryStory is a closed system in which the people who are authorized to be within the residents group can add stories or audio. DTHERA SCIENCES (OTCMKTS:DTHR) Recent Trading Information
DTHERA SCIENCES (OTCMKTS:DTHR) closed its last trading session 00.00 at 1.52 with shares trading hands.
