As filed with the Securities and Exchange Commission on September 27, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~SONGBIRD~~DTHERA ~~DEVELOPMENT INC.~~SCIENCES

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~ Specified in its ~~charter~~Charter)

Nevada	~~3420~~7380	~~900925768~~90-0925768
(State or Other Jurisdiction of	(Primary Standard Industrial	(IRS Employer
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Incorporation or Organization)	Classification Number)	Identification Number)

~~SONGBIRD~~7310 ~~DEVELOPMENT~~Miramar ~~INC~~Rd., Suite 350

~~108~~San ~~Dnipropetrovska Doroha~~Diego, ~~Apt.~~CA ~~110, Odesa, Ukraine 65000~~92126

Telephone: (~~415~~858) ~~735~~215-~~6610~~6360

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Nevada~~Edward ~~Business Services~~Cox

~~1805~~Chief N.Executive ~~Carson Street, Suite X, Carson City, NV 89701~~Officer

~~(775)~~7310 ~~624-8494~~Miramar Rd., Suite 350

~~(Address,~~San ~~including zip code~~Diego, ~~and~~CA ~~telephone number, including area code, of agent for service)~~ 92126

~~Copies to~~Telephone: (858) 215-6360

~~David~~(Name, ~~Lubin~~address, &including ~~Associates~~zip code, ~~PLLC~~and telephone number, including area code, of agent for service)

10Copies ~~Union~~of ~~Avenue~~communications ~~Suite 5 Lynbrook, NY 11563~~ to:

Merrill M. Kraines, Esq. Scott R. Jones, Esq. Pepper Hamilton LLP The New York Times Building 620 Eighth Avenue, 37th Floor New York, NY 10018 Tel: (~~516~~212) ~~887~~808-~~8200~~2711 C. Parkinson Lloyd, Esq. Kirton McConkie, P.C. 50 East South Temple Street, Ste 400 Salt Lake City, Utah 84111 801-328-3600 Alan Wovsaniker James O’Grady Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 (212) 262-6700

~~Approximate date of proposed sale to the public:~~ As soon as practicable ~~and from time to time~~ after ~~the effective date of~~ this registration ~~Registration~~statement ~~Statement~~becomes effective.

IfApproximate ~~any~~date of ~~the~~commencement ~~securities~~of ~~being~~proposed sale ~~registered on this Form are~~ to ~~be offered on a delayed or continuous basis pursuant to Rule 415 under~~ the ~~Securities Act of 1933, check the following box. x~~public

If any ~~this~~of ~~Form~~the issecurities ~~filed~~being toregistered ~~register~~on ~~additional~~this ~~securities~~Form ~~for~~are ~~an offering pursuant~~ to ~~Rule~~be ~~462(b)~~offered ~~under~~on ~~the~~a ~~Securities~~delayed ~~Act,~~or ~~please~~continuous ~~check~~basis ~~the~~pursuant ~~following~~to ~~box~~Rule ~~and~~415 ~~list~~ under the Securities Act ~~registration statement number~~ of ~~the~~1933, ~~earlier~~check ~~effective registration statement for~~ the ~~same~~following ~~offering. ¨~~box ☒

If this Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to ~~rule~~Rule 462(cb) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(dc) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ☐

~~Indicate~~If bythis ~~check~~Form ~~mark whether the registrant~~ is a ~~large~~post-effective ~~accelerated~~amendment filed ~~filer,~~pursuant anto ~~accelerated~~Rule ~~filer,~~462(d) aunder ~~non-accelerated~~the ~~filer,~~Securities orAct aof ~~smaller~~1933, ~~reporting~~check ~~company.~~the ~~See~~following ~~definitions~~box ofand ~~“large~~list ~~accelerated~~the ~~filer,”~~Securities ~~“accelerated~~Act ~~filer”~~registration statement ~~and~~number ~~“smaller~~of ~~reporting~~the ~~company”~~earlier ineffective ~~Rule~~registration ~~12b-2~~statement offor the ~~Exchange~~same ~~Act~~offering. ~~(Check one):~~☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, oan ~~Accelerated~~accelerated filer, oa ~~Non~~non-accelerated filer, oa ~~Smaller~~smaller reporting company, or xan ~~(Do~~emerging ~~not~~growth ~~check~~company. ifSee athe definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “Emerging Growth Company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐
		Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum
Title of each class of securities to be registered	Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(1)(3)
	Amount to Be		Offering Price			Aggregate		Amount of
Common Stock, $0.001 par value per share (1)(2)(3)	$	–	$	–
Title of Each Class of Securities to be Registered	Registered (1)		per Share			Offering Price		Registration Fee
Representative’s Warrants (4)	$	–	$	–
Common Stock, par value $0.001 per share		2,000,000	$	0.04	(2)	$	80,000	$	10.91
Shares of Common Stock underlying Representative’s Warrants (2)(3)(5)	$	–	$	–
TOTAL		2,000,000	$	-		$	80,000		10.91
Total	$	12,006,000	$	1,495

~~__________~~(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(12) InIncludes ~~the~~offering ~~event~~price of asecurities ~~stock~~that ~~split,~~the ~~stock~~underwriters ~~dividend~~have ~~or similar transaction involving our common stock,~~ the ~~number~~option ofto ~~shares~~purchase ~~registered shall automatically be increased~~ to cover ~~the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933~~over-allotments, asif ~~amended~~any.

(23) ~~Estimated~~Pursuant ~~solely~~to ~~for~~Rule 416 under the ~~purpose~~Securities Act of ~~calculating~~1933, as amended (the ~~registration~~“Securities ~~fee~~Act”), ~~pursuant~~there are also being registered such additional securities as may be issued to ~~Rule~~prevent ~~457(a)~~dilution ofresulting ~~the~~from ~~Securities~~share ~~Act~~splits, share dividends or similar transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

(4)

No fee pursuant to Rule 457(g) under the Securities Act.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The representative’s warrants are exercisable at a per share exercise price equal to 110% of the public offering price per one share of common stock. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the shares of common stock underlying the representative’s warrants is $506,000, which is equal to 110% of $460,000 (4% of $11,500,000).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any jurisdiction where the offer, solicitation, or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED SEPTEMBER 27, 2018

______ Shares of Common Stock

We are offering up to ____________ shares (the “Shares”) of common stock, $0.001 par value, of Dthera Sciences, a Nevada corporation in a firm commitment underwritten public offering.

Currently, only a limited public market exists for our common stock. Our common stock is traded in the over-the-counter market and quoted on the OTCQB Market organized by the OTC Markets Group Inc., or the OTCQB, and the OTC Bulletin Board under the ticker symbol “DTHR.” On August 24, 2018, our board of directors approved a reverse stock split at a ratio of one-for-twenty (the “Listing Reverse Split”), which was effectuated on September 25, 2018. On September 24, 2018, the last reported sale price of our common stock on the OTCQB was $0.36 pre-split/$7.20 post-split.

We are applying for listing of our common stock on the Nasdaq Capital Market under the symbol “DTHR.” No assurance can be given that our application will be approved.

Between September 14 and 21, 2018, we entered into note purchase transactions with three investors pursuant to which we issued promissory notes, warrants to purchase shares of our common stock, and shares of our restricted common stock. This bridge financing transaction is discussed in more detail herein.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company disclosure standards. See “Prospectus Summary – Implications of Being an Emerging Growth Company.”

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 7 before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

		Total
	Per Share	No Exercise of Over- Allotment	Full Exercise of Over- Allotment
Public offering price	$	$	$
Underwriting discounts and commissions	$	$	$
Proceeds to us, before expenses	$	$	$

We have granted a 45-day option to the representative of the underwriters to buy up to an additional _____________ shares of common stock from us at the public offering price, less the underwriting discount, to cover over-allotments, if any.

We have also agreed to issue to A.G.P./Alliance Global Partners, the representative of the underwriters, a warrant to purchase up to _____________ shares of our common stock, which equates to 4% of the number of shares of our common stock to be issued and sold in this offering. In addition, we have agreed to reimburse the underwriters for certain expenses. See “Underwriting” on page 52 of this prospectus for a description of the compensation payable to the underwriters.

The underwriters expect to deliver the shares against payment therefor on or about ____________, 2018.

A.G.P.

____________, 2018

Table of Contents

	Page
Prospectus Summary	1

The Offering	5

Risk Factors	7

Special Note Regarding Forward-Looking Statements	23

Use of Proceeds	24

Dividend Policy	25

Market For Registrant’s Common Equity and Related Stockholder Matters	26

Dilution	27

Capitalization	28

Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Business	34

Management and Board of Directors	44

Executive Compensation	48

Transactions with Related Persons	49

Beneficial Ownership of Principal Stockholders, Officers and Directors	50

Underwriting	52

Description of Securities	57

Legal Matters	60

Disclosure of Commission Position of Indemnification For Securities Act Liabilities	60

Experts	60

Where You Can Find Additional Information	60

Incorporation of Certain Documents by Reference	60

Index to Financial Statements	F-1

You should rely only on the information contained or incorporated by reference in this prospectus and any related free writing prospectus that we may provide to you in connection with this offering. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the applicable document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus and any such free writing prospectus outside of the United States.

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. Although we believe these sources are reliable, we have not independently verified the information.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and the documents incorporated by reference. This summary does not contain all the information that you should consider before investing in the common stock. Before making an investment decision, you should carefully read the entire prospectus and the documents incorporated by reference. In particular, attention should be directed to the sections titled “Risk Factors”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto contained herein. You should read this prospectus together with the additional information described below under the heading “Where You Can Find Additional Information.”

Business Overview

Dthera Sciences (“Dthera,” “we,” “us,” or the “Company”) was incorporated in the State of Nevada on December 27, 2012. On September 21, 2016, we acquired our current operating subsidiary, Dthera Sciences Operations, Inc.

We are a leading digital therapeutic company focusing on the elderly, and are working to improve the lives of seniors and individuals suffering from neurodegenerative diseases, as well as those who care for them. We have two core products: ReminX™, a consumer health product available for purchase for individuals suffering from social isolation and dementia; and DTHR-ALZ, a development-stage product that has been granted Breakthrough Device designation by the United States Food and Drug Administration (the “FDA”) for the mitigation of “the symptoms of agitation and depression associated with major neurocognitive disorder of the Alzheimer's type.”

Our principal offices are located at 7310 Miramar Road., Suite 350, San Diego, CA 92126. Our telephone number is (858) 215-6360, and our web address is https://dthera.com/. Information contained in or accessible through our web site is not, and should not be deemed to be, incorporated by reference in, or considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase our common stock.

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). See “Prospectus Summary – Implications of Being an Emerging Growth Company.”

Dthera Business; Products

We have two core products: ReminX™, a consumer health product available for purchase for individuals suffering from social isolation and dementia; and 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 Alzheimer's disease.

The ReminX product

The ReminX Product is a consumer health product that is comprised of three key components: A ReminX computer tablet, an AI chatbot, and a biofeedback loop.

ReminX Tablet: The first component is the customized ReminX computer tablet (the “Tablet”). The Tablet is specifically designed for use by individuals with neurodegenerative diseases or the elderly who are not able to operate standard consumer tablets or other electronics. The Tablet has no user interface, no buttons on the screen, and no wires. It presents itself more closely to a detachable digital photo frame that charges in a docking station without having to be plugged in. The absence of wires, buttons, or confusing interfaces is critical to making the product accessible to these patients and demographic group. Additionally, the Tablet is wrapped in a protective foam casing to increase durability of the Tablet if it is dropped or thrown. The speakers and sound system have been custom designed to maximize volume and clarity in comparison to off-the-shelf tablets, as required for seniors who may have experienced hearing loss. A charging docking station is also included, that serves as a cradle to hold the Tablet when not in use while also allowing for charging of the Tablet in a cordless manner, and powerful magnets make sure that the Tablet lands securely into the dock.

The ReminX Tablet Software (the “Software”), drives the display of media content on the Tablet. The Software combines a simplified viewing experience for the end user while simultaneously incorporating monitoring and tracking functionality for caregivers and administrators. Because the Software has no user interface, the end user does not need to press any buttons or touch screen icons. This is critical since many seniors not only have difficulty operating electronics, but they often have less moisture in their finger pads, leading to smaller detectable difference in capacitance between their finger and the Tablet screen. The user simply lifts the Tablet off of the docking station and it automatically begins to play calming, positive, and personalized media.

AI Chatbot: The second component of the ReminX Product is an AI chatbot that interacts with family, friends, and other caregivers, encouraging them to provide photos, voice narration, video content, and music selections, and to optimize the content into personalized stories for their loved one. The AI chatbot is a conversational goal-seeking tool, using natural language conversation, that understands the requirements of the end user (patient) and tries to get the caregivers to complete tasks that satisfy the requirements. The AI chatbot was designed specifically to make it easy to contribute content with minimal investment of time and effort on the part of the caregiver.

Interaction with the ReminX Product by content contributors such as family caregivers is primarily driven through text message communication. Each family is given a private concierge phone number that is shared among the family. The AI chatbot guides family members to text photos or videos to the concierge number as well as to narrate stories over the photos via voicemail. The content is then organized automatically by ReminX and appears on the end user’s tablet as stories. The concierge phone number can be given to the customer’s family and friends so they can also contribute content and collaborate in the care of the end user.

In addition to text messaging, the ReminX product has several additional channels of content collection. These include the ReminX Family Mobile App (iOS/Android), the ReminX Family Web App, and email. These modalities duplicate many of the functions that are available via text message, providing caregivers with multiple options to contribute and organize content, depending on their preference. We intend to continue to develop innovative content collection methods to ensure that the end user is given the highest quantity and quality of content possible.

Feedback Loop: ReminX uses feedback from the patient during use of the device. This patient feedback is gathered from play statistics (e.g., how long or often a patient views certain stories) and reactionary facial cues from the patient (e.g., smile, closed eyes, titling head). Changes in facial expressions are monitored using a combination of the front-facing camera on the computer tablet and customized software that analyzes facial landmarks (29 points on the face). Play statistics track how many times content is viewed, how long content is watched, as well as other qualitative and quantitative metrics and can link certain facial cues to specific content. Together, we believe these features can be utilized to recognize preferences and levels of engagement from the patient.

The AI chatbot notifies the family on how the patient is responding to different types of content. This allows the family to: (a) obtain updates on the status of their loved one and their loved one’s engagement with the product; and (b) to encourage the family to continue sending content that is related to positive facial responses and high levels of engagement. For example, if grandmother smiles, her grandchildren will be more likely to want to provide more of that kind of content because they can see that those types of memories are helping to improve their grandmother’s day.

Therefore, the feedback loop is intended to ensure the delivery of more personalized, positive therapeutic content for the patient, and at the same time to update family caregivers on the status of their loved one via their mobile devices.

The feedback software runs locally on the device, and only facial landmark values are captured rather than facial images themselves, in order to eliminate privacy concerns.

The DTHR-ALZ product

DTHR-ALZ is a development-stage medical device that has been granted Breakthrough Device designation by the FDA for the mitigation of the symptoms of agitation and depression associated with Alzheimer's disease. DTHR-ALZ utilizes aspects of the ReminX platform, but is a distinct product with a distinct intended use.

~~PROSPECTUS~~Our management anticipates that DTHR-ALZ will be the first non-pharmacological prescription treatment for the symptoms of Alzheimer’s disease, and it is expected be used primarily in the senior living, skilled nursing, and home care/home health sectors. Artificial intelligence and additional biofeedback capabilities are under development that are expected to enable facial expressions to be detected, for the system to learn from the patient’s usage of the product, and for the content to be adjusted automatically in response to the biofeedback. This automated biofeedback loop is expected to enable the therapeutic device to focus on positive memories and to personalize and optimize the content for each patient. Further, management anticipates that the overall hardware and software design will enable high quality Reminiscence Therapy to be delivered frequently, consistently, and with minimal investment of time and resources by caregivers. The goal is to provide a more effective form of Reminiscence Therapy.

~~The~~DTHR-ALZ ~~information~~was ingranted ~~this~~Breakthrough ~~preliminary~~Device designation ~~prospectus~~by isthe ~~not~~FDA ~~complete~~on ~~and~~August ~~may~~20, ~~be changed~~2018. ~~These~~Under ~~securities~~the ~~may~~Breakthrough ~~not~~Devices beprogram, ~~sold~~a ~~until~~provision of the ~~registration~~21st ~~statement~~Century ~~filed~~Cures ~~with~~Act, the FDA ~~U.S.~~works ~~Securities~~with medical device developers to expedite development assessment and ~~Exchange~~review ~~Commission~~in (order to give patients more timely access to diagnostic and therapeutic medical devices. According to the FDA, a “~~SEC~~Breakthrough Device”) is a medical device that may be more effective. ~~This~~at ~~preliminary~~treating ~~prospectus~~or isdiagnosing ~~not~~a anlife-threatening ~~offer~~or irreversibly debilitating disease or condition compared to the ~~sell~~current ~~these~~standard ~~securities~~of care and itthe device meets at least one of the following criteria: (1) represents a breakthrough technology; (2) no approved or cleared alternatives exist; (3) offers clinically significant advantages over existing approved or cleared alternatives; or (4) the availability of the device is ~~not~~in ~~soliciting~~the anbest ~~offer~~interest of patients. To our knowledge, we are only the second digital therapeutics company to ~~buy~~obtain ~~these~~Breakthrough ~~securities~~Device indesignation ~~any~~from ~~jurisdiction~~the ~~where~~FDA. We are currently working with our outside advisors to determine the ~~offer~~appropriate next orsteps ~~sale~~relating isto ~~not~~accelerating ~~permitted~~development of the DTHR-ALZ product.

~~SUBJECT~~Digital TOTherapeutics ~~COMPLETION~~and ~~DATED~~Reminiscence ~~_____, 2013~~Therapy

~~PRELIMINARY~~Our ~~PROSPECTUS~~management is focused on the goal of using our ReminX technology, which streamlines the creation of personalized digital stories, to provide a consumer health benefit to patients suffering from Social Isolation and/or neurodegenerative diseases such as Alzheimer’s and other dementias, as well as, provide a baseline of data and learnings which can be applied to the research and development of ALZ-DTHR and other future products. A more detailed description of us and our strategy, operations and business plan, as well as discussions relating to Digital Therapeutics and Reminiscence Therapy are set forth below under “Business.”

~~Songbird~~Summary ~~Development~~of ~~Inc.~~Risk Factors

2We face numerous risks that could materially affect our business,~~000~~ results of operations or financial condition. If we fail to secure an adequate client base or the expenses of operations exceed anticipated revenues,~~000~~ ~~Shares~~we could be forced to scale back or delay the implementation of ~~Common~~our ~~Stock~~business atplans, $0which could have a material adverse impact on us.04 ~~per~~Other ~~share~~factors that could materially affect our business, results of operations or financial condition include:

~~This~~- ~~prospectus~~We ~~relates~~have ~~to the offer and sale of~~ a ~~maximum~~limited ofoperating ~~2,000,000~~history ~~shares~~and oflimited ~~common~~historical ~~stock,~~financial ~~$0.001~~information par value, by Songbird Development Inc., a Nevada corporation (“we”, “us”, “our”, “Songbird Development Inc.”, “Company” or similar terms). There is no minimum for this offering. The offering will commence promptly on the date upon which ~~this~~you ~~prospectus~~may isevaluate ~~declared effective by the SEC. The offering will be for 180 days. At the discretion of~~ our ~~management, we may extend the offering for up to 90 days following the expiration of the 180-day offering period~~performance. ~~We will pay all expenses incurred in this offering.~~

- We ~~are~~depend offering for sale a total of 2,000,000 shares of common stock at a fixed price of $.04 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on akey ~~self-underwritten, best efforts basis, which means our President, Igor Kaspruk, will attempt to sell the shares~~personnel. There is no commitment by any person to purchase any shares. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. The offering date is the date by which this registration statement becomes effective.

~~This~~- isAs ~~a direct participation offering since~~ we ~~are~~enter ~~offering~~ the ~~stock~~digital ~~directly~~health ~~to the public without the participation of an underwriter. Our officer~~ and ~~director~~digital ~~will~~therapeutics bemarket, ~~solely~~our ~~responsible~~business ~~for~~may ~~selling shares under this offering and no commission will~~ be ~~paid~~subject ~~on any sales. We have not made any arrangements~~ to ~~place~~government ~~funds in an escrow~~regulation, ~~trust~~which ormay ~~similar~~have ~~account. Accordingly, if we file for bankruptcy protection or~~ a ~~petition~~negative ~~for~~impact ~~involuntary~~on ~~bankruptcy~~our isability ~~filed by creditors against us, your funds will become part of the bankruptcy estate and administered according~~ to ~~the~~develop ~~bankruptcy laws. If a creditor sues us~~ and ~~obtains~~implement aour ~~judgment~~business ~~against us~~strategy, ~~the creditor could garnish the bank account~~ and ~~take~~our ~~possession~~ability ~~of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money~~ to ~~you.~~continue ~~If that happens, you will lose your investment and your funds will be used to pay creditors~~operations.

We- ~~are~~If ~~an "emerging growth company" as defined in the Jumpstart Our Business Startups Act ("JOBS Act"). Investing in~~ our ~~shares~~efforts ~~involves~~to aretain ~~high~~and ~~degree~~attract ofsubscribers ~~risk.~~are ~~Before~~not ~~buying any shares~~successful, ~~you should carefully read the discussion of material risks of investing in~~ our ~~ordinary~~revenues ~~shares~~may inbe ~~"Risk~~materially ~~Factors" beginning on page 9 of this prospectus~~affected.

We anticipate that our business will depend heavily on customers entering into and renewing their subscriptions with us and expanding their use of our services. Following our recent launch and commencement of commercialization of our ReminX Product, we are working to increase our subscriber base. Any decline in our customer renewals or failure to convince our customers to broaden their use of our services would harm our future operating results.

A change in our mix of subscription durations could have a significant impact on our revenues and net subscribers.

~~Prior~~- toWe ~~this~~cannot ~~offering,~~accurately ~~there~~predict ~~has~~new ~~been~~subscription norates ~~public market for our common stock~~ and ~~we have not applied for~~ the ~~listing~~impact orthese ~~quotation~~rates ofmay ~~our common stock on any public market. We~~ have arbitrarily determined the offering price of $0.04 per share in relation to this Offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on ~~the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for~~ our ~~stock.~~future ~~There~~revenue isand nooperating ~~assurance that an active trading market for our shares will develop or will be sustained if developed~~results.

~~You~~- ~~should~~Our ~~rely~~possession ~~only~~and onuse ~~the~~of personal information ~~contained~~present inrisks ~~this~~and ~~prospectus.~~expenses ~~We have not authorized anyone to provide you with information different from~~ that ~~contained~~could inharm ~~this~~our ~~Prospectus~~business. ~~The~~Unauthorized ~~information~~disclosure ~~contained~~or inuse ~~this~~of ~~prospectus~~such isdata, ~~accurate~~whether ~~only~~through asbreach of ~~the~~our ~~date~~network ofsecurity ~~this~~or ~~prospectus~~otherwise, ~~regardless~~could ofexpose ~~the~~us ~~time~~to ofsignificant ~~delivery~~liability ofand ~~this~~damage ~~prospectus or of any sale of~~ our ~~shares of common stock~~reputation.

~~BEFORE~~- ~~INVESTING,~~If ~~YOU~~we ~~SHOULD~~are ~~CAREFULLY~~not ~~READ~~able ~~THIS~~to ~~PROSPECTUS,~~provide ~~PARTICULARLY~~successful enhancements, ~~THE~~new ~~RISK~~features ~~FACTORS~~and ~~SECTION~~modifications ~~BEGINNING~~to ONour ~~PAGE~~services, 9our business could be adversely affected.

~~Neither~~- ~~the~~Any ~~United~~failure ~~States~~to ~~Securities~~protect ~~and~~our ~~Exchange~~intellectual ~~Commission~~property ~~(“SEC”),~~rights ~~nor~~could ~~any~~impair ~~state~~our ~~securities~~ability ~~commission,~~to ~~has~~protect ~~approved~~our orproprietary ~~disapproved~~technology ofand ~~these~~our ~~securities or passed upon the accuracy or adequacy of this Prospectus~~brand. ~~Any representation to the contrary is a criminal offense.~~

~~The~~- ~~date~~We offocus ~~this~~on ~~prospectus~~product isinnovation ~~_________,~~and ~~2013~~user engagement rather than short-term operating results.

We plan to provide service level commitments under our subscription agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for prepaid amounts related to unused subscription services or face subscription terminations, which could adversely affect our revenue. Furthermore, any failure in our delivery of high-quality customer support services may adversely affect our relationships with our customers and our financial results.

Our services contain open source software, whose licenses may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.

Our solutions and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.

Anti-takeover provisions in our charter documents and under Nevada law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit any eventual market price of our common stock.

We have not paid, and do not intend to pay, dividends on our common stock and therefore, unless our common stock appreciates in value, our investors may not benefit from holding our common stock.

The public trading market for our common stock is volatile and may result in higher spreads in stock prices, which may limit the ability of our investors to sell their shares at a profit, if at all.

We do not know whether an active market for our common stock will be sustained or what the market price of our common stock will be and as a result it may be difficult for investors to sell their shares of our common stock.

Raising additional capital by issuing securities may cause dilution to existing stockholders.

ReminX Commercial Rollout

We announced on August 1, 2018, that we had commenced sales of ReminX™, a consumer health product designed to digitally deliver Reminiscence Therapy to individuals suffering from dementias and social isolation, was made available for purchase. See “Business – Recent Developments – Product Rollout.”

Listing Reverse Split

On August 24, 2018, our board of directors approved a reverse stock split of the outstanding shares of our common stock at a ratio of one-for-twenty (the “Listing Reverse Split”), which was effectuated on September 25, 2018. The Listing Reverse Split is intended to allow us to meet the minimum listing requirements of The Nasdaq Capital Market. We are applying for listing of our common stock on The Nasdaq Capital Market, which listing we expect to occur upon the consummation of this offering. However, there are no assurances that such listing application will be approved. If the application is not approved, the shares of our common stock will continue to be traded on the OTCQB. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – Listing Reverse Split.”

Bridge Financing

Between September 14 and 21, 2018, we entered into a bridge financing transaction (the “Bridge Financing”) with three investors, pursuant to which we issued promissory notes, shares of our restricted common stock, and warrants to purchase additional shares of our common stock.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – Bridge Financing.”

~~TABLE OF CONTENTS~~THE OFFERING

	Page
Prospectus Summary		6
Cautionary Statement Regarding Forward-Looking Statements		8
Risk Factors		9
Use of Proceeds		20
Determination of Offering Price		21
Dilution		22
Management’s Discussion and Analysis of Financial Condition And Results of Operations		23
Description of Business		29
Facilities		34
Employees and Employment Agreements		34
Legal Proceedings		35
Directors, Executive Officers, Promoter and Control Persons		36
Executive Compensation		38
Certain Relationships and Related Transactions		40
Security Ownership of Certain Beneficial Owners and Management		40
Plan of Distribution		41
Description of Securities		42
Disclosure of Commission Position Indemnification for Securities Act Liabilities		43
Interests of Named Experts and Counsel		43
Experts		44
Available Information		44
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		44
Index to the Financial Statements		45

The following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus and in the documents incorporated by reference.

~~Please~~Shares ~~read~~offered ~~this~~by ~~prospectus~~us ~~carefully.~~________________ Itshares ~~describes our business, our financial condition and results~~ of ~~operations.~~common ~~We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.~~stock

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus.

Common stock outstanding prior to this offering		53,160,508 pre-split/2,658,026 post-split shares

Common stock to be outstanding after this offering		_______________ shares (or _____________ shares if the underwriters exercise their option to purchase additional shares of common stock in full).

Option to purchase additional Shares		We have granted the underwriters a forty-five (45)-day over-allotment option to purchase up to _____________ additional shares at the public offering price less estimated underwriting discounts and commissions.

Representative’s Warrant		We will issue to A.G.P./Alliance Global Partners (“A.G.P.”), the representative of the underwriters, upon closing of this offering, compensation warrants entitling A.G.P. or its designees to purchase 4% of the aggregate number of the shares of common stock that we issue in this offering. The representative’s warrants will be exercisable at any time and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the registration statement of which this prospectus forms a part. The representative’s warrants may be exercised on a cashless basis and will contain customary anti-dilution provisions.

Use of proceeds		We estimate the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $________________ ($_______________ if the underwriters’ over-allotment option to purchase additional shares is exercised in full), assuming a public offering price of $_____ per share, which is the last reported sale price of our common stock on the OTCQB on ______, 2018. The actual offering price per share will be as determined between us and the underwriters at the time of pricing, and may be at a discount to the current market price. We intend to use the net proceeds from this offering for expanded commercial rollout, further product development, increased staffing, working capital and general corporate purposes. See the section titled “Use of Proceeds.”

Risk Factors		An investment in the securities offered herein involves a high degree of risk. See the section titled “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.

OTCQB Trading Symbol		“DTHR”

Proposed Nasdaq Capital Market Symbol		We are applying for listing of our common stock on The Nasdaq Capital Market under the symbol “DTHR”. No assurance can be given that our application will be accepted.

~~PROSPECTUS~~The ~~SUMMARY~~number of shares of our common stock that will be outstanding immediately after this offering is based on 50,641,277 pre-split/2,532,064 post-split shares of common stock outstanding as of June 30, 2018, and assumes the issuance and sale of ______ shares of our common stock in this offering at an assumed public offering price of $______ per share, which was the last reported sale price of our common stock on the OTCQB on ______, 2018.

~~The~~Unless ~~following~~we ~~summary~~indicate isotherwise, ~~qualified~~all ~~in its entirety by the more detailed~~ information ~~and the financial statements and notes thereto appearing elsewhere~~ in this Prospectus. Prospective investors should consider carefully the information discussed under “RISK FACTORS” and “USE OF PROCEEDS” sections, commencing on pages 6 and 14, respectively. An investment in our securities presents substantial risks, and you could lose all or substantially all of your investment.prospectus:

~~Corporate~~· ~~Background~~reflects the Listing Reverse Split, which was effected on September 25, 2018 and ~~Business~~the ~~Overview~~corresponding adjustment of all common stock prices per share and stock option and warrant exercise prices per share;

~~Our~~· ~~Company~~is ~~was~~based ~~incorporated in the State of Nevada~~ on ~~December 27~~50, 2012 to engage in the development and operation of a business engaged in the distribution of high end cutlery sets produced in China. Our principal executive offices are located at 108 Dnipropetrovska Doroha641,277 ~~Apt. 110~~pre-split/2, ~~Odesa~~532,064 ~~Ukraine 65000. Our phone number is (415) 735~~post-~~6610.~~split Weshares ~~are~~outstanding aas ~~development~~of ~~stage~~June ~~company~~30, ~~we only just completed our first fiscal year end on July 31, 2013 and we have no subsidiaries.~~2018;

~~The~~· ~~Company~~reflects ~~qualifies~~the asissuance anof ~~“emerging~~1,750,000 ~~growth~~pre-split/87,500 ~~company”~~post-split asshares ~~defined~~of inour ~~the~~common ~~Jumpstart~~stock ~~our~~pursuant ~~Business~~to ~~Startups~~the ~~Act~~Bridge ~~(the~~Financing, ~~“JOBS~~completed ~~Act”).~~on September 21, 2018;

We are in the early stages of developing our plan to distribute high end cutlery sets of different types: stainless steel cutlery, ceramic cutlery, etc. made in China. We entered into the Agreements with Chinese manufacturers ADA KITCHENWARE INDUSTRIAL & TRADING CO., LTD and also with KITCHENSMITH CO., LTD., who will supply the high end cutlery sets products to our company. We currently have no revenues, no operating history, and no orders to purchase the high end cutlery sets. Our plan of operations over the 12 month period following successful completion of our offering is to develop and establish our high end cutlery sets distribution business and hire one salesperson (See “Business of the Company” and “Plan of Operations”). We currently have high end cutlery sets available, but do not expect to be actively selling the products until the completion of this offering.

	·	assumes no exercise by the underwriters of their option to purchase up to an additional ______ shares of common stock to cover over-allotments, if any (based on the closing price of $______ on the OTCQB on ______, 2018);

	·	excludes ______ shares of our common stock to be issued to certain Bridge Financing investors in connection with this offering;

~~From~~· ~~inception~~excludes ~~until~~______ ~~the~~shares ~~date~~ of ~~this filing we have had limited operating activities, primarily consisting of the incorporation of~~ our ~~company,~~common ~~entering~~stock ~~into~~underlying ~~Agreements~~warrants ~~with~~to ~~our~~be ~~suppliers,~~issued ~~purchasing~~to ~~first samples and commercial sets available for sale, finding a website developer who is currently in~~ the ~~process~~representative of ~~developing~~ ~~our company`s website and~~ the ~~initial~~underwriters ~~equity~~in ~~funding~~connection by our sole officer and director. We have not generated any revenues and our principal business activities to date consist of creating a business plan and entering into a Supply Agreements, dated June 30, 2013 , with ~~ADA~~this KITCHENWARE Imp & Exp Co., Ltd., and dated June 30, 2013 with KITCHENSMITH Co. LTD, Chinese companies (“ADA KITCHENWARE” and “KITCHENSMITH”), which are established distributors of high end cutlery products. Both ADA KITCHENWARE and KITCHENSMITH are large and well-established manufacturers and distributors of high end cutlery sets in China. The terms and conditions of the Supply Agreements provide that we have the right to purchase products at the item`s market prices as identified in the Supply Agreements.offering;

We· ~~received~~excludes ~~our~~3,720,486 ~~initial funding of $4~~pre-split/186,~~000~~024 ~~through~~post-split ~~the~~shares ~~sale~~ of common stock toissuable ~~our~~upon ~~sole~~exercise ~~officer~~of ~~and~~outstanding ~~director~~options, ~~who~~at ~~purchased~~a ~~4,000,000~~weighted ~~shares~~average atexercise price of $0.~~001~~50 pre-split/$10.00 post-split per share.; and

~~Our~~· ~~financial~~excludes ~~statements~~6,553,860 ~~from~~pre-split/327,693 ~~inception~~post-split onshares ~~December~~of ~~27,~~common ~~2012~~stock ~~through~~issuable ~~the~~upon ~~period~~exercise ~~ended~~of ~~July~~outstanding 31warrants, ~~2013~~at ~~report~~a noweighted ~~revenues~~average ~~and~~exercise aprice ~~net loss~~ of $~~3,561~~0.45 ~~Our~~pre-split/$9.00 ~~independent~~post-split ~~registered~~per ~~public accountant has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern~~share.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”). We intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As well, our election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until they apply to private companies. Therefore, as a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates.

~~The following is a brief summary of this Offering:~~RISK FACTORS

~~THE~~Investing ~~OFFERING~~in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus. Our business, results of operations or financial condition could be adversely affected by any of these risks or by additional risks and uncertainties not currently known to us or that we currently consider immaterial.

The Issuer:	Songbird Development Inc.
Securities Being Offered:	2,000,000 shares of common stock
Price Per Share:	$0.04
Common stock outstanding before the offering:	4,000,000 shares of common stock
Common stock outstanding after the offering:	6,000,000 shares of common stock if all the shares are sold.
Duration of the Offering:	The offering will commence promptly on the date upon which this prospectus is declared effective by the SEC. The initial offering will be for 180 days. At the discretion of our management, we may extend the offering for up to 90 days following the expiration of the 180-day offering period.
Gross Proceeds:	$80,000 if all the shares are sold.
Securities Issued and Outstanding:	There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our sole officer and director, Igor Kaspruk.
Registration Costs:	We estimate our total offering registration costs to be approximately $7,000.
Risk Factors:	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Risks Related to Our Company and its Business, our Financial Position, and Capital Needs

We are an early stage company with a history of net losses. We expect to incur net losses in the future, and we may never achieve sustained profitability.

We have historically incurred substantial net losses. We have incurred losses of $1,504,780 for the six months ended June 30, 2018, and losses of $2,558,547 and $1,194,804 for the fiscal years ended December 31, 2017, and 2016, respectively. From our inception through June 30, 2018, we had an accumulated deficit of $6,041,727. We expect our losses to continue as a result of ongoing research and development expenses and increased sales and marketing costs. These losses have had, and will continue to have, an adverse effect on our working capital, total assets and stockholders’ equity. Because of the numerous risks and uncertainties associated with our research, development and commercialization efforts, we are unable to predict when we will become profitable, and we may never become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our inability to achieve and then maintain profitability would negatively affect our business, financial condition, results of operations and cash flows.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

As described in Note 2 of our accompanying financial statements, our auditors have issued a going concern opinion on our 2017 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.

We currently have limited sources of revenue and may never become profitable.

We commenced operations in September 2016. Our limited operating history makes it difficult to evaluate our current business and makes predictions about our future results, prospects or viability subject to significant uncertainty. To date, we have not generated significant revenue, and only recently commenced sales of our initial product, ReminX, in August 2018. Our ability to generate revenue and ultimately become profitable depends primarily upon our ability, alone or with our partners, to attain a significant number of subscribers and generate revenues from other sources. Our ability to generate future revenue from the ReminX Product or any future products also depends on a number of additional factors, including our ability to:

	•	Successfully commercialize the ReminX Product;
	•	Successfully market ReminX to the Direct-Response Consumer Health (DRCH) market;
	•	Successfully market ReminX to the Senior Living/Long Term Care (LTC) management firms;
	•	Establish and maintain sales relationships with the DRCH market and the LTC market;
	•	Develop and grow a commercial organization capable of sales, marketing, and distribution of the ReminX Product;
	•	Achieve market acceptance for ReminX;
	•	Establish, maintain and protect our intellectual property rights; and
	•	Attract, hire and retain qualified personnel.

In addition, because of the numerous risks and uncertainties associated with introduction of a new digital therapeutic technology into our targeted markets of dementia and Social Isolation, we are unable to predict the timing or amount of our expenses, or if or when we will achieve or maintain revenues or profitability. In addition, our expenses could increase beyond expectations for clinical trials, regulatory approvals, and reimbursement that are expected to be related to the regulated DTHR-ALZ product or other future products.

~~Summary~~Even if we generate significant revenues from the sale of ~~Financial~~ReminX, ~~Information~~we may not be profitable and may need to obtain additional funding to continue operations. If we fail to achieve profitability or do not sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce our operations.

~~The~~We ~~summarized~~will ~~financial~~require ~~data~~additional ~~presented~~capital to ~~below~~finance isour ~~derived~~operations ~~from,~~in ~~and~~the ~~should~~future, ~~be read~~ in ~~conjunction with~~particular, ~~our~~the ~~audited~~sales ~~financial statements~~ and ~~related~~continued ~~notes~~development ~~from~~of ~~December~~the 27ReminX Product, ~~2012~~and ~~(date~~the exploration of ~~inception)~~other toconditions ~~July~~for ~~31,~~which ~~2013,~~the ~~included~~ReminX onplatform ~~Page~~potentially ~~F-1~~could inbe ~~this~~beneficial, ~~prospectus~~ and ~~the~~if ~~reviewed~~we ~~financials~~cannot ~~statements~~raise ~~for~~additional ~~the~~capital ~~period~~when needed, ~~ended~~we ~~July~~may ~~31,~~have ~~2013~~to curtail or cease operations.

Financial Summary	July 31, 2013 ($)
Cash and Deposits	$	489
Total Assets	$	489
Total Liabilities	$	50
Total Stockholder’s Equity	$	439

Our operations have consumed substantial amounts of cash since our inception. The proceeds of this offering will not be sufficient to fully fund our business and growth strategy. We expect our sales, marketing, and product development expenses to increase substantially in connection with our ongoing commercialization activities, particularly as we continue through the rollout of the ReminX Product. We also anticipate that we will need additional capital following the initial commercialization and the receipt of proceeds of this offering to grow the business and to explore other health and behavioral conditions for which ReminX potentially could be beneficial. Circumstances may cause us to consume capital more rapidly than we currently anticipate.

Statement of Operations	Accumulated From December 27, 2012 (Inception) to July 31, 2013 ($)
Total Expenses	$	3,561
Net Loss for the Period	$	3,561

If we need to secure additional financing, such additional fundraising efforts may divert our management from our day-to-day activities, which may affect our ability to sell, marked, and refine the ReminX Product. In addition, future financing may not be available in sufficient amounts or on terms acceptable to us, if at all. If we do not raise additional capital when required or in sufficient amounts and on acceptable terms, we may need to:

We• ~~have~~Significantly ~~just~~delay, ~~commenced~~scale ~~our~~back ~~operations~~or discontinue the continued development and ~~are~~refinement ~~currently~~of ~~without~~the ~~revenue.~~ReminX ~~Our~~Product ~~accumulated~~or ~~loss~~cease operations altogether; • Seek strategic alliances for distribution and sales at ~~July~~an ~~31,~~earlier ~~2013~~stage ~~was~~than $3we would otherwise desire or on terms less favorable than might otherwise be available; or • Relinquish,~~561.~~ Weor ~~anticipate~~license ~~that~~on weunfavorable ~~will~~terms, ~~continue~~our rights to ~~incur~~our ~~net~~technologies ~~losses~~that ~~from~~we ~~operations~~otherwise ~~for~~would ~~the~~seek ~~foreseeable~~to ~~future~~develop or commercialize ourselves.

~~CAUTIONARY~~Our ~~STATEMENT~~future ~~REGARDING~~funding ~~FORWARD~~requirements, both short and long-~~LOOKING~~term, ~~STATEMENTS~~depend on many factors, including:

• The ~~information~~cost ~~contained~~and intiming ~~this~~of ~~prospectus,~~continuing ~~including~~to inestablish ~~the~~sales, ~~documents~~marketing ~~incorporated~~and bydistribution ~~reference~~capabilities ~~into~~for ~~this~~the ~~prospectus~~ReminX Product, ~~includes~~if ~~some~~we ~~statements~~receive ~~that~~regulatory ~~are~~approvals; ~~not~~• ~~purely~~The ~~historical~~cost to establish, maintain, expand and ~~that~~defend ~~are~~the ~~“forward-looking~~scope ~~statements.”~~of ~~Such~~our ~~forward-looking~~intellectual ~~statements~~property ~~include~~portfolio, ~~but~~including ~~are~~the ~~not~~amount ~~limited~~and ~~to,~~timing ~~statements~~of ~~regarding~~any ~~our~~payments ~~Company~~we ~~and~~may ~~management’s~~be ~~expectations~~required to make in connection with licensing, ~~hopes~~preparing, ~~beliefs~~filing, ~~intentions~~prosecution, ordefense ~~strategies~~and ~~regarding~~enforcement ~~the~~of ~~future,~~any ~~including~~patents ~~our~~or ~~financial~~other ~~condition,~~intellectual ~~results~~property rights; • The effect of ~~operations,~~competing technological and ~~the~~market ~~expected~~developments; ~~impact~~• Market acceptance of the ~~offering~~ReminX onProduct ~~the~~and ~~parties’~~any ~~individual~~future ~~and~~product ~~combined~~enhancements; ~~financial~~• ~~performance.~~Ability Into ~~addition~~induce new users, ~~any~~their ~~statements~~families, ~~that~~and ~~refer~~their caregivers to ~~projections,~~use ~~forecasts~~the orReminX ~~other~~Product ~~characterizations~~in lieu of ~~future events~~ or ~~circumstances,~~in ~~including~~addition ~~any~~to ~~underlying~~their ~~assumptions,~~current ~~are~~caregiving ~~forward-looking~~regime; ~~statements.~~• The ~~words~~cost ~~“anticipates,”~~and ~~“believes,”~~timing ~~“continue,”~~of ~~“could~~selecting,” ~~“estimates,”~~auditing ~~“expects,”~~and ~~“intends,”~~potentially ~~“may,”~~validating ~~“might,”~~manufacturing ~~“plans,”~~sites ~~“possible,”~~for ~~“potential,”~~commercial-scale ~~“predicts,”~~manufacturing; ~~“projects,”~~and ~~“seeks,”~~• ~~“should,”~~The ~~“will~~outcome,” ~~“would”~~timing and ~~similar~~cost ~~expressions,~~of orcompeting ~~the~~clinical ~~negatives~~trials ofand/or ~~such~~seeking ~~terms,~~and ~~may~~obtaining ~~identify~~regulatory ~~forward-looking~~approvals ~~statements~~from the FDA, ~~but~~and/or ~~the~~any ~~absence~~other ofregulatory ~~these~~authority, ~~words~~for ~~does~~DTHR-ALZ ~~not~~and ~~mean~~other ~~that~~future aproducts ~~statement~~with isspecific ~~not~~medical ~~forward-looking~~claims.

~~The~~If ~~forward-looking~~the ~~statements~~lack ~~contained~~of inavailable ~~this~~capital ~~prospectus~~prevents us ~~are~~from ~~based~~expanding onour ~~current~~operations ~~expectations~~or ~~and~~otherwise ~~beliefs~~capitalizing ~~concerning future developments and the potential effects~~ on ~~the~~our ~~parties~~business ~~and~~opportunities, ~~the~~our ~~transaction.~~ability ~~There~~to ~~can~~become beprofitable ~~no assurance that future developments actually affecting us~~ will be ~~those~~compromised ~~anticipated.~~and ~~These~~our ~~forward-looking~~business ~~statements~~will ~~involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to~~ be ~~materially different from those expressed or implied by these forward-looking statements~~harmed.

We do not expect to be profitable for the foreseeable future.

We will have losses and accumulated deficit as a result of the substantial investments we will make to acquire new subscribers and develop our services. We intend to continue scaling our business to increase our number of users and to meet the increasingly complex needs of our subscribers. We expect to invest and to continue to invest, in our sales and marketing organizations to sell our services around the world and in our development organization to deliver additional features and capabilities of our cloud services to address our subscribers’ evolving needs. We also expect to continue to make significant investments in our infrastructure and our customer service team as we focus on customer success. As a result of our continuing investments to scale our business in each of these areas, we do not expect to be profitable for the foreseeable future. Furthermore, to the extent we are successful in increasing our customer base, we will also incur increased losses due to upfront costs associated with acquiring new subscribers, particularly due to the nature of subscription revenue which is generally recognized ratably over the term of the subscription period. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability.

~~RISK~~We ~~FACTORS~~are an “emerging growth company,” and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could make our common stock less attractive to investors.

AnWe ~~investment~~are an “emerging growth company,” as defined in ~~our~~the ~~common~~JOBS ~~stock~~Act ~~involves~~and, afor ~~high~~as ~~degree~~long ofas ~~risk.~~we ~~You~~continue ~~should~~to ~~carefully~~be ~~consider~~an ~~the~~“emerging ~~risks~~growth ~~described~~company,” ~~below~~we ~~and~~intend ~~the~~to take advantage of certain exemptions from various reporting requirements applicable to other ~~information~~public incompanies ~~this~~but ~~prospectus~~not ~~before~~to ~~investing~~“emerging ingrowth companies,” ~~our~~including, ~~common~~but ~~stock.~~not Iflimited ~~any~~to, not being required to comply with the auditor attestation requirements of Section 404 of the ~~following~~Sarbanes-Oxley ~~risks~~Act ~~occur~~of 2002, reduced disclosure obligations regarding executive compensation in our ~~business~~periodic reports and proxy statements, ~~operating~~and ~~results~~exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder ~~financial~~approval ~~condition~~of any golden parachute payments not previously approved. We could be ~~seriously~~an ~~harmed.~~“emerging ~~The~~growth ~~trading~~company” until ~~price~~December 31, 2019, or until the earliest of (i) the last day of the first fiscal year in which our ~~common~~annual ~~stock~~gross revenues exceed $1.07 billion, ~~when~~(ii) ~~and~~the ifdate that we ~~trade~~become at a ~~later~~“large ~~date~~accelerated filer” as defined in Rule 12b-2 under the Exchange Act, ~~could~~which ~~decline~~would ~~due~~occur toif ~~any~~the market value of ~~these~~our ~~risks,~~common ~~and~~stock ~~you~~that ~~may~~is ~~lose~~held ~~all~~by ornon-affiliates ~~part~~exceeds $700 million as of ~~your~~the ~~investment~~last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

~~Risks~~We ~~Relating~~intend to ~~our~~take ~~Business~~advantage of these reporting exemptions described above until we are no longer an “emerging growth company.” Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

~~Because~~We cannot predict if investors will find our ~~independent~~common ~~registered~~stock ~~public~~less ~~accountants~~attractive ~~have~~if ~~issued~~we choose to rely on these exemptions. If some investors find our common stock less attractive as a ~~going~~result ~~concern~~of ~~opinion~~any choices to reduce future disclosure, there ismay ~~substantial~~be ~~uncertainty~~a ~~that~~less weactive ~~will~~trading ~~continue~~market ~~operations,~~for inour ~~which~~common ~~case~~stock ~~you~~and ~~could~~our stock ~~lose~~price ~~your~~may ~~investment~~be more volatile.

~~Our~~We ~~independent~~may ~~registered~~be ~~public~~exposed ~~accountants~~to ~~have~~potential ~~issued~~risks and asignificant ~~going~~expenses ~~concern~~resulting ~~opinion.~~from ~~This means that there is substantial doubt that we can continue as an ongoing business for~~ the ~~next~~requirements ~~twelve~~under ~~months.~~section ~~The~~404 ~~financial~~of ~~statements do not include any adjustments that might result from~~ the ~~uncertainty~~Sarbanes-Oxley ~~about~~Act ~~our~~of ~~ability to continue in business~~2002. ~~As such we may have to cease operations and you could lose your investment.~~

We ~~have~~are norequired, ~~operating~~pursuant ~~history~~to ~~and~~Section ~~have~~404 of ~~maintained~~the ~~losses~~Sarbanes-Oxley ~~since~~Act ~~inception~~of 2002, ~~which~~to weinclude in our annual report our assessment of the effectiveness of our internal control over financial reporting. We expect to ~~continue~~incur ~~into~~significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the ~~future~~internal control requirements of the Sarbanes-Oxley Act of 2002. Our management concluded that our internal controls and procedures were not effective to detect the inappropriate application of United States GAAP for our most recent fiscal year. As we develop our business, hire employees and consultants and seek to protect our intellectual property rights, our current design for internal control over financial reporting must be strengthened to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

WeIn ~~were~~the ~~incorporated on December 27~~future, ~~2012~~if ~~and~~we ~~have~~fail ~~very limited operations. We have not realized any revenues~~ to ~~date.~~complete ~~Our~~the annual ~~proposed~~Section ~~high~~404 ~~end cutlery sets distribution business is under development. We have no operating history at all upon which an~~ evaluation ofin ~~our~~a ~~future~~timely ~~success~~manner, orwe ~~failure~~could ~~can~~ be ~~made.~~subject ~~Our net loss from inception~~ to ~~July~~regulatory ~~31,~~scrutiny ~~2013~~and isa ~~$3,561.~~loss ~~Based~~of ~~upon~~public ~~our~~confidence ~~proposed plans, we expect to incur significant operating losses~~ in our ~~future~~internal ~~periods~~controls. ~~This~~In ~~will~~addition, ~~happen~~any ~~because~~failure ~~there~~to ~~are~~implement ~~substantial~~required ~~costs~~new ~~and~~or ~~expenses~~improved ~~associated with the development~~controls, ~~marketing~~or ~~and~~difficulties ~~distribution~~encountered ~~of our product. We may fail to generate revenues~~ in their ~~the future. If we cannot attract a significant number of purchasers~~implementation, wecould ~~will~~harm ~~not~~our beoperating ~~able~~results ~~to generate any significant revenues~~ or ~~income. Failure to generate revenues will~~ cause us to gofail ~~out of business because we will not have the money~~ to ~~pay~~meet our ~~ongoing~~reporting ~~expenses~~obligations.

~~In particular~~However, ~~additional~~our ~~capital~~independent ~~may~~registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the ~~event~~recently enacted JOBS Act, if we take advantage (as we expect to do) of the exemptions contained in the JOBS Act. We will remain an “emerging growth company” until December 31, 2019, although if the market value of our common stock that: is held by non-affiliates exceeds $700 million as of any June 30th before that time, we would cease to be an “emerging growth company” as of the following December 31st. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in our internal control over financial reporting in the future.

~~· the~~Any ~~actual~~of ~~expenditures~~the ~~required~~foregoing tooccurrences, beshould they ~~made~~come ~~are~~to atpass, orcould ~~above~~negatively impact the ~~higher~~public ~~range~~perception of our ~~estimated~~company, ~~expenditures;~~which could have a negative impact on our stock price.

· we incur unexpected costs in completing the development of our business or encounter any unexpected difficulties;

· we incur delays and additional expenses related to the development of a commercial market for our product; or

· we are unable to create a substantial market for our products; or we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans and achieve a profitable level of operations.

IfFailure to weachieve ~~are~~and ~~unable~~maintain toeffective ~~obtain~~internal control over financial reporting in accordance with rules of the ~~necessary~~Securities ~~financing~~and toExchange Commission ~~implement~~promulgated under Section 404 of the Sarbanes-Oxley Act could harm our business ~~plan~~and weoperating ~~will~~results ~~not~~and/or ~~have~~result in ~~the~~a ~~money~~loss toof ~~pay~~investor confidence in our ~~ongoing~~financial ~~expenses~~reports, ~~and~~which wecould ~~may~~in goturn ~~out~~have ofa material adverse effect on our business and stock price.

~~Because~~In wethe ~~have~~course of ~~not~~our ~~generated~~assessment ~~any~~of ~~revenue~~the ~~from~~effectiveness of our ~~business~~internal control over financial reporting as of December 31, 2017, which assessment was conducted during the fourth quarter of 2017 and the first quarter of 2018 in connection with the preparation of 2017 audited financial statements and our annual report on Form 10-K for 2017, we ~~are~~identified ata ~~least~~material 18weakness ~~months~~in (our internal control over financial reporting resulting from the ~~date~~lack ~~hereof)~~of ~~away~~a ~~from~~formal ~~being~~audit incommittee and a ~~position~~lack toof ~~generate~~segregation ~~revenues,~~of weduties. ~~will~~This ~~need~~material toweakness in ~~raise~~our ~~significant~~internal control over financial reporting, ~~additional~~as ~~funds~~described in our annual report on Form 10-K for 2017 and this prospectus, as well as any other weaknesses or deficiencies that may exist or hereafter arise or be identified, could harm our business and operating results, and could result in adverse publicity and a loss in investor confidence in the ~~future~~accuracy ~~development~~and completeness of our financial reports, which in turn could have a material adverse effect on our ~~business~~stock price, and, toif ~~respond~~such weaknesses are not properly remediated, could adversely affect our ability to ~~unanticipated~~report ~~requirements~~our orfinancial ~~expenses~~results on a timely and accurate basis.

~~Our~~Although ~~ability~~we toare ~~successfully~~currently ~~market~~working ~~our product and~~ to ~~eventually~~remediate ~~distribute~~these weaknesses, ~~and~~we ~~use~~cannot itassure toyou ~~generate~~that ~~operating~~such ~~revenues~~remediation ~~also~~will ~~depends~~be onsuccessful ~~our~~or ~~ability~~that toadditional ~~obtain~~deficiencies ~~the~~or ~~necessary~~weaknesses ~~financing~~in ~~to implement~~ our controls ~~business plan. Given that we have no operating history, no revenues~~ and ~~only~~procedures ~~losses~~will ~~to date, we may~~ not be ~~able~~identified. toIn ~~achieve this goal~~addition, ~~and~~ we ~~may~~cannot goassure ~~out~~you ofthat ~~business.~~our Weindependent ~~may~~registered ~~need~~public toaccounting firm ~~issue~~will ~~additional~~agree ~~equity~~with ~~securities~~our inassessment ~~the~~that ~~future~~our tomaterial ~~raise~~weakness ~~the~~has ~~necessary~~been ~~funds~~remediated. WeOur docontrol ~~not~~procedures ~~currently~~ have ~~any~~been ~~arrangements~~designed ~~for~~with our ~~additional~~relatively ~~financing~~small ~~and~~staffing welevel ~~can~~in ~~provide~~mind; nohowever, ~~assurance~~they toare ~~investors~~highly wedependent ~~will~~on beeach ~~able~~individual’s toperformance ~~find~~of ~~such~~controls in ~~financing~~the ~~if further funding is~~ required. ~~Obtaining additional financing would be subject to a number of factors, including investor acceptance of our products and our business model~~manner. The ~~issuance~~loss of ~~additional~~accounting ~~equity~~personnel ~~securities by us~~ would ~~result~~adversely inimpact ~~a significant dilution in~~ the ~~equity~~effectiveness ~~interests~~ of our ~~current~~control ~~stockholders.~~environment ~~Obtaining loans will increase~~ and our ~~liabilities~~internal ~~and future cash commitments~~controls, ~~and~~including ~~there can be no assurance that we will even have sufficient funds to repay~~ our ~~future~~internal ~~indebtedness~~controls orover ~~that~~financial ~~we will not default on our future debts if we are able to even obtain loans~~reporting.

~~There~~Risks ~~can~~Relating ~~be no assurance that capital will continue~~ to beOur ~~available~~Business ~~if necessary to meet future funding needs or, if the capital is available, that it will be on terms acceptable to us. If we are unable to obtain financing in the amounts~~ and ~~on terms deemed acceptable to us, we may be forced to scale back or cease operations, which might result in the loss of some or all of your investment in our common stock.~~Strategy

~~The~~Our ~~High~~ReminX ~~End~~Product ~~Cutlery~~is ~~Sets~~currently ~~distribution~~our only ~~market~~product isavailable ~~fragmented~~for ~~and~~purchase ~~competitive~~ and we ~~may~~are ~~not~~completely bedependent ~~able~~on tothe ~~compete~~successful ~~successfully~~marketing ~~with~~and ~~our~~sale ~~existing~~of ~~competitors~~this orproduct ~~new~~to ~~entrants~~drive near ~~into~~term ~~the~~revenue ~~markets we serve~~growth.

~~The~~Our ~~High~~ReminX ~~End~~Product ~~Cutlery~~is ~~Sets~~currently ~~distribution~~our ~~market~~only product isavailable ~~fragmented~~for purchase, and ~~competitive.~~we ~~Our~~are ~~competition~~dependent ~~varies~~on bythe ~~product~~success ~~line,~~of ~~customer~~this ~~classification~~product ~~and~~to ~~geographic~~drive ~~market.~~near ~~The~~term ~~principal~~revenue ~~competitive~~growth. ~~factors~~Although we inrecently ~~our~~commenced ~~industry~~the ~~are~~rollout ~~quality~~ of the ReminX product, ~~pricing,~~we ~~service~~may ~~and~~fail ~~delivery~~to ~~capabilities~~successfully sell and ~~availability~~distribute ofthe product. WeSuccessfully selling ~~will~~and ~~compete~~distributing ~~with~~digital ~~many~~therapeutic ~~local,~~technologies ~~regional~~such ~~and~~as ~~national~~ours ~~High~~is ~~End~~a ~~Cutlery~~complex ~~Sets distributors~~ and ~~dealers.~~uncertain ~~In addition~~process, ~~some~~dependent ~~High~~on ~~End~~the ~~Cutlery~~efforts of ~~Sets~~management, ~~suppliers~~distributors, ~~might~~outside ~~sell~~consultants, and ~~distribute~~general ~~their~~economic ~~products directly to our customers~~conditions, ~~and~~among ~~the~~other ~~volume~~factors. ofAny ~~such~~factors ~~direct~~that ~~sales~~adversely impact ~~could increase in~~ the ~~future.~~selling ~~Additionally,~~and ~~distributors~~distributing of ~~products~~ReminX, ~~similar~~including, tobut ~~those~~not ~~distributed~~limited ~~by us~~to, ~~such~~competition asor ~~distributors~~acceptance ofin ~~Chinese~~the ~~High End Cutlery Sets~~marketplace, ~~may~~will have ~~elect~~a tonegative ~~sell~~impact ~~and~~on ~~distribute to~~ our ~~customers~~business, inresults ~~the~~of ~~future~~operations orand ~~enter~~financial ~~into~~condition. ~~exclusive~~We ~~supplier~~cannot ~~arrangements~~assure ~~with~~you ~~other~~that ~~distributors.~~we ~~Most~~will ofbe ~~our~~successful in ~~competitors~~selling ~~have greater financial resources~~ and ~~may~~distributing beany ~~able~~potential enhancements to ~~withstand~~ReminX ~~sales~~ or ~~price~~any ~~decreases~~other ~~more effectively than we can~~products. WeOur ~~also~~inability ~~expect~~ to ~~continue~~successfully tosell ~~face~~and distribute ~~competition~~ReminX ~~from~~and/or ~~new~~successfully ~~market~~develop ~~entrants.~~and Wecommercialize ~~may~~additional beproducts ~~unable to continue to compete effectively with these existing~~ or ~~new~~any ~~competitors,~~enhancements ~~which~~would ~~could~~ have a material adverse effect on our ~~financial~~business, ~~condition and~~ results of operations and financial condition.

We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address the usual and ordinary risks and uncertainties associated with being an early stage company or successfully implement our existing and new products and services. If we fail to do so, it could materially harm our business. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. Our failure to meet any of these conditions would have a material adverse effect upon us and may force us to reduce or curtail our operations. No assurance can be given that we will operate profitably. Even though we are being managed by individuals with significant industry experience, our limited operating history makes it difficult to predict the long-term success of our business model.

We depend on ~~independent~~key ~~suppliers~~personnel, ~~for~~and the loss of any of our ~~business~~key topersonnel ~~operate~~could have a material adverse impact on our operations and profitability.

WeFor ~~are, and will continue to be for~~ the foreseeable future, ~~substantially dependent on independent suppliers to deliver~~ our ~~products. We do not have our own manufacturing facilities to produce our products. We can make no assurance that we~~ success will bedepend ~~able~~largely ~~to establish and maintain these third-party relationships or establish additional relationships as necessary to support growth and profitability of our business~~ on ~~economically~~management’s ~~viable~~industry ~~terms. As independent companies~~knowledge, ~~these~~marketing ~~suppliers~~skills ~~make~~and ~~their~~relationships ~~own business decisions. Such suppliers may choose not to do business~~ with uskey ~~for a variety of reasons~~investors, ~~including~~customer ~~competition~~bases, ~~brand identity, product standards~~ and ~~concerns~~industry ~~regarding~~leaders. ~~our~~Many ~~economic~~key ~~viability.~~contributors ~~They~~working ~~may~~with ~~have~~us ~~the~~are ~~right~~outside toconsultants ~~determine~~providing ~~whether,~~services ~~and~~ to ~~what~~us ~~extent,~~in ~~they produce and distribute our products, likely some of our competitors’ products and~~ their ~~own~~areas ~~products~~of expertise. ~~Some~~Should any of ~~the business for~~ these ~~suppliers~~individuals ~~will~~leave ~~likely~~us ~~come from producing~~ or ~~selling~~cease ~~our competitors’ products. These suppliers may devote more resources~~ to ~~other~~provide ~~products~~consulting ~~or take other actions detrimental to our brands. In addition~~services, ~~their~~such ~~financial~~departures ~~condition~~may ~~could~~have ~~also~~a bematerial adverse ~~adversely~~effect ~~affected~~on ~~by conditions beyond~~ our control and our business could suffer. In addition, we will face risks associated with any supplier’s failure to adhere to quality control and service guidelines we establish or failure to ensure an adequate and timely supply of product to our potential and future ~~customers.~~results ~~Any~~ of ~~these factors could negatively affect our business and financial performance~~operations. ~~If we are unable to obtain and maintain a source of supply for our products, our business will be materially and adversely affected.~~

If we ~~are~~fail ~~unable~~ to ~~build~~effectively ~~and~~manage growth, ~~maintain~~ our business, brand ~~image~~ and ~~corporate~~ reputation, ~~our~~results ~~business~~of operations, and financial condition may ~~suffer~~be adversely affected.

We ~~are~~may experience a ~~new~~rapid ~~company~~growth in operations, which ~~having~~may ~~been~~place ~~formed~~significant demands on our management team and ~~commenced~~our ~~operations~~operational ~~only~~and infinancial ~~2012~~infrastructure. ~~Our~~As ~~success~~we ~~depends~~continue onto grow, ~~our~~we ~~ability~~must toeffectively ~~build~~identify, integrate, develop and motivate new employees, and maintain the ~~brand~~beneficial ~~image~~aspects ~~for~~of our ~~products~~corporate culture. To attract top talent, we believe we will have to offer attractive compensation packages. The risks of over-hiring or over-compensating and the challenges of integrating a rapidly growing employee base may impact profitability. Additionally, if we do not effectively ~~build~~manage our growth, the ~~brand~~quality ~~image~~of ~~for~~our ~~any~~services ~~new~~could ~~products.~~suffer, Wewhich ~~cannot~~could ~~assure~~adversely ~~you~~affect our business, ~~however~~brand and reputation, ~~that~~results ~~any~~of ~~additional~~operations ~~expenditures~~and onfinancial ~~advertising~~condition. If operational, technology and ~~marketing~~infrastructure ~~will~~improvements ~~have~~are ~~the~~not implemented ~~desired~~successfully, ~~impact~~our onability to manage our ~~products’~~growth ~~brand~~will ~~image~~be impaired and onwe ~~consumer~~may ~~preferences.~~have ~~Actual~~to ormake ~~perceived~~significant ~~product~~additional ~~quality~~expenditures to address these issues. orTo ~~allegations~~effectively ofmanage ~~product~~our ~~flaws~~growth, ~~even~~we ifwill ~~false~~need orto ~~unfounded~~continue to improve our operational, ~~could~~financial ~~tarnish~~and ~~the~~management controls ~~image~~and ofour reporting systems and procedures. This will require that we refine our ~~brand~~information technology systems to maintain effective online services and ~~may~~enhance ~~cause~~information ~~consumers~~and communication systems to ~~choose~~ensure that our employees effectively communicate with each other ~~products.~~and ~~Allegations~~our growing base of ~~product~~subscribers. ~~defects,~~These ~~even~~system ifenhancements ~~untrue,~~and ~~may~~improvements will require ussignificant ~~from~~incremental and ~~time~~ongoing tocapital ~~time~~expenditures and allocation of valuable management and employee resources. If we fail to ~~recall~~implement athese ~~product~~improvements and ~~from~~maintenance ~~all~~programs ofeffectively, ~~the~~our ~~markets~~ability into ~~which~~manage our expected growth and comply with the ~~affected~~rules ~~product~~and ~~was~~regulations ~~distributed.~~that are ~~Product~~applicable ~~recalls~~to ~~would~~publicly ~~negatively~~reporting ~~affect~~companies ~~our~~will ~~profitability~~be impaired and ~~brand~~we ~~image~~may incur additional expenses.

IfAs we ~~are~~enter ~~unable~~the todigital ~~complete~~health market, our ~~plan~~business may be subject to ~~distribute~~government ~~our~~regulation, ~~High~~which ~~End~~may ~~Cutlery~~have ~~Sets,~~a wenegative ~~will~~impact ~~not~~on beour ~~able~~ability to ~~generate~~develop ~~revenues~~and implement our business strategy, and ~~you~~our ~~will~~ability ~~lose~~to ~~your~~continue ~~investment~~operations.

WeReminX ~~have~~is ~~not~~a ~~completed~~consumer ~~our~~health ~~plan~~product tothat does ~~distribute~~not ~~our~~make ~~products,~~medical claims and, as such, we ~~have~~believe nothat ~~revenues~~it ~~from~~is not FDA regulated. This product can be also be categorized within the ~~sale~~digital orhealth ~~use~~sector, ofwhich ~~our~~is a broad sector including both FDA regulated and non-regulated products. The ~~success~~digital ofhealth sector ~~our~~may ~~proposed~~be ~~business~~impacted ~~will~~by ~~depend~~economic onvolatility, ~~the~~consumer ~~completion~~spending patterns and market share gains of ~~our~~competitors’ ~~plan~~branded products. Overall the digital health market is largely new and untested; the ~~acceptance~~uptake of ~~our~~ products bymay ~~the~~not ~~general~~meet ~~public.~~uptake ~~Achieving~~projections as ~~such~~there ~~acceptance~~is ~~will~~little ~~require~~to ~~significant~~no ~~marketing~~prior ~~investment~~data. ~~Once~~In weaddition, ~~are~~the ~~capable~~United ofStates ~~distributing~~healthcare ~~our~~industry ~~products,~~is ithighly ~~may~~regulated ~~not~~and besubject ~~accepted~~to byfrequent and ~~consumers~~substantial atchanges. ~~sufficient~~Digital ~~levels~~health tois ~~support~~an ~~our~~evolving ~~operations~~industry within the United States healthcare industry, and ~~build~~is ~~our~~particularly susceptible ~~business~~to these changes. IfThe ~~our~~impacts ~~products~~of ~~are~~these ~~not~~regulations ~~accepted~~and atthe ~~sufficient~~general ~~levels,~~market conditions could have a negative impact on our business ~~will~~and ~~fail~~operations.

~~Changes~~We inanticipate ~~economic~~that ~~conditions~~DTHR-ALZ will be a medical device that ~~impact~~will ~~consumer~~make ~~spending~~medical ~~could~~claims ~~harm~~and ~~our~~that ~~business~~will be subject to FDA regulation. Therefore, management anticipates that FDA clearance or approval will be required before marketing DTHR-ALZ. A Breakthrough Device designation does not guarantee that a device will be approved by the FDA. In addition, Breakthrough Device designation does not guarantee faster development, regulatory review or approval. The FDA has acknowledged that review times may take longer for some Breakthrough Devices than for other devices because of the novel scientific issues Breakthrough Devices may raise. The FDA may also withdraw Breakthrough Device designation after it is granted if the device is no longer eligible or if the request for Breakthrough Designation contained untrue statements of material fact or omitted material information.

Our ~~financial~~management ~~performance~~plans ~~is sensitive~~ to ~~changes~~seek inMedicare, ~~overall~~Medicaid ~~economic~~and/or ~~conditions~~private ~~that~~payor ~~impact~~reimbursement for ~~consumer~~this ~~spending,~~and ~~particularly~~potentially ~~spending~~other ~~associated with non survival~~ products, ~~such~~but asthere ~~High~~is ~~End~~no ~~Cutlery~~guarantee ~~Sets,~~that ~~which~~we iswill ~~not~~be ~~indispensable~~successful toin ~~maintaining~~these ~~a basic lifestyle~~efforts. ~~Future~~If ~~economic~~we ~~conditions~~are ~~affecting~~unable to ~~consumer~~obtain ~~income~~FDA ~~such~~clearance asor ~~employment~~approval ~~levels,~~for ~~business~~our ~~conditions,~~DTHR-ALZ ~~interest rates~~product, ~~and tax rates could reduce consumer spending~~ or ~~cause~~if ~~consumers~~we toare ~~shift~~unsuccessful ~~their spending to other products. A general reduction~~ in ~~the~~obtaining ~~level~~Medicare, ofMedicaid ~~consumer spending~~ or ~~shifts~~private payor inreimbursement ~~consumer~~for ~~spending~~this toproduct, ~~other~~our ~~products~~ability ~~could~~to ~~have~~develop aand ~~material~~implement ~~adverse~~our ~~effect~~business onstrategy ~~our~~could ~~growth,~~be ~~sales~~delayed ~~and~~or ~~profitability~~limited.

If our efforts to sell to Direct-Response Consumer Health (DRCH) companies, Independent Living (IL), Assisted Living (AL), Memory Care (MC), Adult Day Care (ADC), Home Care (HC), and Home Health (HH) businesses, and Skilled Nursing Facilities (SNFs) are not successful, our revenues may be materially affected.

We intend to generate substantially all of our revenues initially through sales of the ReminX Product to the Direct-Response Consumer Health (DRCH) channel as discussed in more detail below in the section “Business – Business Model.” We also plan to test the Independent Living (IL), Assisted Living (AL), Memory Care (MC), Adult Day Care (ADC), Home Care (HC), and Home Health (HH) businesses, and Skilled Nursing Facilities (SNFs). We must develop these sales channels, which we seek to do in part by investing in our product platform and new services and technologies. If our efforts to grow these sales channels are not successful, our revenues would be adversely affected. We intend to rely on our marketing and advertising efforts to attract new clients and subscribers. If we are unable to effectively attract new clients and subscribers, our business, financial condition and results of operations would be materially adversely affected.

~~Because~~If we ~~will~~experience excessive ~~import~~rates ~~our~~of ~~products~~subscriber ~~from China and distribute them in the U.S.~~cancellation, aour ~~disruption~~revenues inand ~~the~~business ~~delivery of exported products~~ may ~~have~~be ~~a greater effect on us than on our competitors~~harmed.

We will ~~import~~need to continually add new subscribers both to replace subscribers who choose to cancel their subscriptions and to grow our ~~product~~business ~~from~~beyond our ~~China~~then-current subscriber base. ~~Because~~Subscribers wemay ~~import~~choose ~~our~~to ~~product~~cancel ~~and~~their ~~deliver~~subscriptions itfor ~~directly~~many reasons, including a desire to reduce ~~our~~discretionary ~~customers~~spending, wea ~~believe~~perception that ~~disruptions~~they indo ~~shipping~~not ~~deliveries~~have ~~may~~sufficient ~~have~~time to use the service or otherwise do not use the service sufficiently, the service is a ~~greater~~poor ~~effect~~value, oncompetitive usservices ~~than~~provide ona ~~competitors~~better ~~who~~value ~~manufacture~~or ~~and~~experience ~~warehouse~~or ~~their~~subscriber ~~products~~service issues ~~locally~~are not satisfactorily resolved. ~~Deliveries~~Subscribers ofmay ~~our~~choose ~~products~~to cancel their subscriptions at any time prior to the renewal date. We may bealso ~~disrupted~~experience ~~through~~fluctuations ~~factors~~in ~~such~~cancellations as: we pursue new subscribers through new marketing channels or if we have a large number of subscriptions come up for renewal in the same period.

~~· raw~~If ~~material~~our ~~shortages~~subscriber cancellations increase, ~~work~~we ~~stoppages~~will be required to increase the rate at which we add new subscribers in order to maintain and grow our revenues. If excessive numbers of subscribers cancel our service, ~~strikes~~we may be required to incur significantly higher marketing and ~~political~~advertising ~~unrest;~~expenses than we currently anticipate to replace these subscribers with new subscribers. If we are unable to attract new subscribers in numbers greater than the impact of our cancellations, our subscriber base will decrease and our business, financial condition and results of operations may be materially adversely affected.

~~· fuel~~We ~~price~~anticipate ~~increases;~~that our business will depend heavily on customers entering into and renewing their subscriptions with us and expanding their use of our services. Following our recent launch and commencement of commercialization of our ReminX Product, we are working to increase our subscriber based. Any decline in our customer renewals or failure to convince our customers to broaden their use of our services would harm our future operating results.

~~· problems~~For ~~with~~us ~~ocean~~to ~~shipping~~maintain or improve our operating results, ~~including~~it ~~work~~will ~~stoppages~~be important that our subscribers renew their subscriptions with us when the then-current subscription term expires. Our subscribers will have no obligation to renew their subscriptions upon expiration, and ~~shipping;~~we cannot assure you that subscribers will renew subscriptions at the same or higher level of service, if at all.

~~· container~~Our ~~shortages;~~subscriber retention rate may decline or fluctuate as a result of a number of factors, including our subscribers’ satisfaction or dissatisfaction with our services, the effectiveness of our customer support services, our pricing, the prices of competing products or services, the effects of global economic conditions or reductions in our subscribers’ spending levels. If our subscribers do not renew their subscriptions or renew on less favorable terms, our revenue may decline, and we may not realize improved operating results from our customer base.

~~· increased~~A ~~inspections~~change in our mix of ~~import~~subscription ~~shipments~~durations orcould ~~other~~have ~~factors~~a ~~causing~~significant ~~delays~~impact inon ~~shipments;~~our revenues and net subscribers.

~~· economic~~We ~~crises~~intend periodically to evaluate and test the types of subscriptions that we offer. Based on the results of any product or price testing conducted, we ~~international~~may ~~disputes~~change the types of subscriptions we offer or we may price and ~~wars~~market different types of subscriptions. If a higher percentage of our subscribers choose a shorter subscription duration, we would likely experience higher cancellation volumes, which may result in decreased immediate and long-term revenues. In the future, we may continue to perform product and price tests involving our prospective users, the results of which could affect our number or mix of subscribers and may have a material adverse impact on our results of operations, and key operating metrics.

~~Some~~We ofcannot ~~our~~accurately ~~competitors~~predict ~~warehouse~~new subscription ~~products~~rates ~~they~~and ~~import from overseas, which allows them to continue delivering their products for~~ the ~~near~~impact ~~term,~~these ~~despite~~rates ~~overseas~~may ~~shipping~~have ~~disruptions.~~on If our ~~competitors~~future ~~are~~revenue ~~able to deliver products when we cannot, our reputation may be damaged~~ and weoperating ~~may lose customers to our competitors~~results.

~~Price~~For ~~competition~~us to improve our operating results and continue to grow our business, it will be important that we continue to attract new subscribers. To the extent we are successful in increasing our customer base, we could ~~negatively~~incur ~~affect~~increased losses because costs associated with new subscribers are generally incurred up front, while revenue is recognized ratably over the term of our ~~gross~~subscription ~~margins~~services. Alternatively, to the extent we are unsuccessful in increasing our customer base, we could also incur increased losses as costs associated with marketing programs and new products intended to attract new subscribers would not be offset by incremental revenue and cash flow. All of these factors can negatively impact our future revenue and operating results.

Price competition could negatively affect our operating results. To respond to competitive pricing pressures, we will have to offer our products at lower prices in order to retain or gain market share and customers. If our competitors offer discounts on products in the future, we will need to lower prices to match the competition, which could adversely affect our gross margins and operating results.

We depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our company.

Currently, we have only one employee who is also our sole officer and director. We depend entirely on Mr. Kaspruk for all of our operations. The loss of Mr. Kaspruk will have a substantial negative effect on our company and may cause our business to fail. Mr. Kaspruk has not been compensated for her services since our incorporation, and it is highly unlikely that he will receive any compensation unless and until we generate substantial revenues. The loss of Mr. Kaspruk `s services could prevent us from completing the development of our business and generating revenues. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.

We do not have any employment agreements or maintain key person life insurance policies on our sole officer and director. We do not anticipate entering into employment agreements with him or acquiring key man insurance in the foreseeable future.

We have limited business, sales and marketing experience in our industry.

We have not completed the development of our business distributing High End Cutlery Set products and have yet to generate revenues. Our sole officer and director has no prior experience distributing or selling High End Cutlery Sets or selling industry experience. While we have plans for marketing and sales, there can be no assurance that such efforts will be successful. There can be no assurance that our proposed products will gain wide acceptance in its target market or that we will be able to effectively market our products.

~~Our~~We ~~officer~~are, and ~~director~~anticipate isthat ~~engaged~~we inwill be, ~~other~~completely ~~activities~~dependent ~~and~~on ~~may~~third ~~not~~parties ~~devote~~to ~~sufficient~~manufacture ~~time~~our toTablets, and our ~~affairs~~commercialization of the ReminX Product could be halted, ~~which~~delayed ~~may~~or ~~affect~~made less profitable if those third parties fail to provide us with sufficient quantities of our ~~ability~~Tablets in a timely manner, or fail to ~~conduct~~do ~~operations~~so ~~and~~at ~~generate~~acceptable ~~revenues~~quality levels or prices.

~~Our~~We ~~sole~~do ~~officer~~not ~~and~~currently ~~director~~have, ~~has~~nor ~~existing~~do ~~responsibilities~~we ~~and has additional responsibilities~~ plan to ~~provide~~acquire, ~~management~~the ~~and~~capability ~~services~~or infrastructure to ~~other~~manufacture ~~entities.~~the WeTablets ~~initially~~used ~~expect~~in ~~Mr.~~connection ~~Kaspruk~~with tothe ~~spend~~ReminX ~~approximately~~Product, 20as ~~hours~~well aas the ~~week~~other onrelated ~~the~~device ~~business~~components, offor ~~our~~commercial ~~company~~distribution. As a result, ~~demands~~in ~~for~~connection with the ~~time~~rollout ~~and~~of ~~attention~~the ~~from~~ReminX ~~Mr. Kaspruk from our company~~ Product, and ~~other~~as ~~entities~~sales ~~may~~increase, ~~conflict~~we ~~from~~will ~~time~~be obligated to ~~time. Because we~~ rely ~~primarily~~ on ~~Mr.~~contract ~~Kaspruk~~manufacturers tofor ~~maintain~~the ~~our~~commercial ~~business~~supply ~~contacts~~of ~~and~~these toTablets. ~~promote~~We ~~our~~currently rely ~~product,~~on ~~her~~one ~~limited~~manufacturer; ~~devotion~~however, ofwe ~~time~~anticipate ~~and~~engaging ~~attention~~additional tomanufacturers ~~our~~for ~~business~~the ~~may~~production ~~hurt~~of the ~~operation~~Tablets ofas we expand our ~~business~~commercialization efforts.

WeIf, for any reason, these third parties are unable or unwilling to perform, we may ~~issue~~not ~~shares~~be ofable ~~preferred~~to ~~stock~~terminate inour agreements with them, and we may not be able to locate alternative manufacturers or enter into favorable agreements with them, and we cannot be certain that any such third parties will have the manufacturing capacity to meet future ~~that~~requirements. If these manufacturers, or any alternate manufacturers, experience any significant difficulties in their respective manufacturing processes for our product or should cease doing business with us, we could experience significant interruptions in supply or may ~~adversely~~not ~~impact~~be ~~your~~able ~~rights~~to ascreate ~~holders~~or maintain a commercial supply. Were we to encounter manufacturing issues, our ability to produce sufficient commercial supply of our ~~common~~Tablets ~~stock~~might be negatively affected. Our inability to coordinate the efforts of our third party manufacturing partners or the lack of capacity available at our third party manufacturing partners, could impair our ability to supply the Tablets and the ReminX Product at required levels. If we face these or other difficulties with our manufacturing partners we could experience significant interruptions in the supply of our products if we decided to transfer the manufacture to one or more alternative manufacturers in an effort to deal with the difficulties.

~~Our~~Any ~~Articles~~manufacturing ofproblem ~~Incorporation~~or ~~authorizes~~the usloss ~~to issue up to 5,000,000 shares~~ of a ~~"blank~~contract ~~check"~~manufacturer ~~preferred~~could ~~stock.~~be ~~Accordingly,~~disruptive ~~our board of directors will have the authority~~ to ~~fix~~our ~~and~~operations ~~determine the relative rights~~ and ~~preferences~~result ofin ~~preferred~~lost ~~shares,~~sales. asAny ~~well~~reliance ason ~~the~~suppliers ~~authority~~may toinvolve ~~issue such shares~~several risks, ~~without~~including ~~further stockholder approval. As~~ a ~~result,~~potential ~~our~~inability ~~board of directors could authorize the issuance of a series of preferred stock that would grant~~ to ~~holders~~obtain ~~preferred~~critical ~~rights~~components ~~to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock,~~ and ~~the~~reduced ~~right~~control toover ~~the~~production ~~redemption of such preferred shares~~costs, ~~together~~delivery ~~with a premium~~schedules, reliability ~~prior~~and ~~to the redemption of the common stock~~quality. ToAny ~~the~~unanticipated ~~extent~~disruption ~~that~~to wea dofuture ~~issue~~contract ~~such~~manufacturer ~~additional~~caused ~~shares~~by ofproblems ~~preferred~~at ~~stock,~~suppliers ~~your rights as holders of common stock~~ could bedelay shipment ~~impaired thereby, including, without limitation, dilution~~ of ~~your~~the ~~ownership interests in us. In addition~~Tablets, ~~shares~~increase ofour ~~preferred~~cost ~~stock could be issued with terms calculated to delay or prevent a change in control or make removal~~ of ~~management~~goods ~~more~~sold ~~difficult,~~and ~~which~~result ~~may not be~~ in ~~your~~lost ~~interest as holders of common stock~~sales.

~~Our~~If ~~insider~~our ~~beneficially~~marketing ~~owns~~and advertising efforts fail to generate additional revenues on a ~~significant~~cost-effective ~~portion~~basis, ofor if we are unable to manage our ~~stock,~~marketing and ~~accordingly~~advertising expenses, ~~may~~it ~~have~~could ~~control~~materially ~~over~~harm ~~stockholder~~our ~~matters,~~results ~~our~~of ~~business~~operations and ~~management~~growth.

AsOur offuture growth and profitability, as well as the ~~date~~maintenance and enhancement of ~~this~~our ~~prospectus~~brands, ~~our~~will ~~sole~~depend ~~officer~~in large part on the effectiveness and efficiency ~~director,~~of Mrour marketing and advertising expenditures. ~~Kaspruk~~We ,intend ~~beneficially~~to ~~owns~~use ~~4,000,000~~a ~~shares~~diverse mix of marketing and advertising programs to promote our ~~common~~products ~~stock~~and services, and we plan periodically to adjust our mix of these programs. Significant increases in the pricing ~~aggregate,~~of one or ~~100%~~more of our ~~issued~~marketing and ~~outstanding~~advertising ~~shares~~channels ofcould ~~common~~increase ~~stock~~our marketing and advertising expense or cause us to choose less effective marketing and advertising channels. ~~Assuming~~Further, ~~completion~~we ofmay ~~the~~over ~~Maximum~~time ~~Offering~~become disproportionately reliant on one channel or partner, hewhich ~~will~~could ~~hold~~increase ~~66%~~our operating expenses. Because we recognize revenues ratably over the subscription period, we have incurred and may in the future incur marketing and advertising expenses significantly in advance of the time we anticipate recognizing revenues associated with such expenses, and our ~~issued~~marketing and ~~outstanding~~advertising ~~shares~~expenditures may not continue to result in increased revenues or generate sufficient levels of ~~common~~brand ~~stock~~awareness. AsIf awe ~~result~~are unable to maintain our marketing and advertising channels on cost-effective terms or replace existing marketing and advertising channels with similarly effective channels, our ~~sole~~marketing ~~officer~~and advertising expenses could increase substantially, our subscriber levels could be affected adversely, and ~~director~~our ~~will~~business, ~~have~~financial ~~significant~~condition ~~influence~~and results of operations may suffer. In addition, our expanded marketing efforts may increase our subscriber acquisition cost, as additional expenses may not result in sufficient customer growth to: offset cost, which would have an adverse effect on our business, financial condition and results of operations.

~~· Elect~~Any orsignificant disruption ~~defeat~~in ~~the~~service ~~election~~in our computer systems, which are currently hosted primarily by a single third-party, could damage our reputation and result in a loss of subscribers, which would harm our ~~directors;~~business and operating results.

~~· amend~~Subscribers access our service through mobile device apps. Our brand, reputation and ability to attract, retain and serve our subscribers depend upon the reliable performance of our network infrastructure, content delivery processes, and payment systems. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of mobile apps and prevent ~~amendment~~our subscribers from accessing our data and using our products and services. Problems with the reliability or security of our ~~articles~~systems may harm our reputation and require disclosure to our lenders, and the cost of ~~incorporation~~remedying orthese ~~bylaws;~~problems could negatively affect our business, financial condition and results of operations.

· effect or prevent a merger, sale of assets or other corporate transaction; and

· affect the outcome of any other matter submitted to the stockholders for vote.

Moreover, because of the significant ownership position held by Mr. Kaspruk, new investors may not be able to effect a change in our business or management, and therefore, stockholders would have no recourse as a result of decisions made by management.

In addition, sales of significant amounts of shares held by our Mr. Kaspruk, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

WeSubstantially all ~~intend~~of toour ~~become~~communications, ~~subject~~network and computer hardware used to operate our Web site and our mobile apps are located in facilities owned and operated by a third party. We do not own or control the ~~periodic~~operation ~~reporting~~of ~~requirements~~these facilities. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events. The occurrence of any of the ~~Securities~~foregoing ~~Exchange~~events could ~~Act~~result in damage to our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur. Our systems are not completely redundant, so a failure of ~~1934~~our system at our primary site could result in reduced functionality for our subscribers, and a total failure of our systems at both sites could cause our Web site and our mobile apps to be inaccessible by our subscribers. Problems faced by our third-party Web hosting provider, with the telecommunications network providers with whom it contracts or with the systems by which ~~will~~it ~~require~~allocates capacity among its subscribers, including us, could adversely affect the experience of our subscribers. Our third-party Web hosting provider could decide to ~~incur~~close ~~audit~~its ~~fees~~facilities ~~and~~without ~~legal~~adequate ~~fees~~notice. inIn ~~connection~~addition, any financial difficulties, such as bankruptcy reorganization, faced by our third-party Web hosting provider or any of the service providers with whom it contracts may have negative effects on our business, the ~~preparation~~nature and extent of ~~such~~which ~~reports~~are difficult to predict. ~~These~~Additionally, ~~additional~~if ~~costs~~our ~~will~~third-party ~~negatively~~Web ~~affect~~hosting provider ~~our~~is ~~ability~~unable to ~~earn~~keep up with our growing needs for capacity, this could have a ~~profit~~material adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and have an adverse effect on our business, financial condition and results of operations.

~~Following~~Our ~~the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities~~ possession and ~~Exchange~~use ~~Commission pursuant to the Securities Exchange Act~~ of ~~1934,~~personal asinformation ~~amended,~~present ~~and~~risks ~~the rules~~ and ~~regulations~~expenses ~~thereunder.~~that Incould ~~order~~harm ~~to comply with such requirements,~~ our ~~independent registered public accountants will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis~~business. ~~Moreover,~~Unauthorized ~~our~~disclosure ~~legal~~or ~~counsel~~use ~~will have to review and assist in the preparation~~ of such data, ~~reports.~~whether ~~The~~through ~~costs~~breach ~~charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type~~ of ~~transactions that we engage in and the complexity of~~ our ~~reports~~network ~~cannot~~security beor ~~determined at this time and will have a major affect on the amount of time to be spent by our independent registered public accountants and attorneys. However~~otherwise, ~~the~~could ~~incurrence~~expose ofus ~~such costs will obviously be an expense~~ to ~~our~~significant ~~operations~~liability and ~~thus~~damage ~~have a negative effect on~~ our ~~ability to meet our overhead requirements and earn a profit~~reputation.

~~The~~Maintaining ~~lack~~the security of ~~public~~our ~~company~~information ~~experience~~technology and network systems infrastructure is of critical importance because we handle confidential subscriber, registered user, employee, and other sensitive data, such as names, and other personal information. In addition, our online ~~management~~systems ~~team~~include ~~could~~the ~~adversely~~content ~~impact~~that our ~~ability~~registered tousers ~~comply~~upload ~~with~~onto ~~the~~our ~~reporting~~Web ~~requirements~~sites, such as photos. This content is often personally meaningful, and our registered users may rely on our online system to store digital copies of Usuch content.S. ~~securities~~If ~~laws~~we were to lose such content, if our users’ private content were to become publicly available or if third parties were able to gain unauthorized access to such content, we may face liability and harm to our brand and reputation.

~~Mr.~~We ~~Kaspruk~~and ~~lacks~~our ~~public~~vendors use ~~company~~commercially ~~experience,~~available ~~which~~encryption ~~could~~technology ~~impair~~to ~~our~~transmit ~~ability~~personal toinformation ~~comply~~when ~~with~~taking ~~legal~~orders. ~~and~~We ~~regulatory~~use ~~requirements~~security ~~such~~and asbusiness controls ~~those~~to ~~imposed~~limit byaccess ~~Sarbanes-Oxley~~and ~~Act~~use of ~~2002.~~personal ~~Our~~information, ~~CEO~~including ~~has~~registered ~~never~~users’ ~~been~~uploaded ~~responsible for managing a publicly traded company~~content. ~~Such~~However, ~~responsibilities~~third ~~include~~parties may ~~complying~~be ~~with~~able ~~federal~~to ~~securities~~circumvent ~~laws~~these security and ~~making~~business ~~required~~measures ~~disclosures~~including onby adeveloping ~~timely~~and ~~basis.~~deploying ~~Any such deficiencies~~viruses, ~~weaknesses~~worms orand ~~lack~~other ofmalicious software ~~compliance~~programs ~~could~~that ~~have~~are adesigned ~~materially adverse effect on our ability~~ to ~~comply~~attack ~~with~~or ~~the~~attempt ~~reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary~~ to ~~maintain~~infiltrate our ~~public~~systems ~~company~~and ~~status~~networks. IfIn weaddition, ~~were~~employee toerror, ~~fail~~malfeasance or toother ~~fulfill~~errors ~~those~~in ~~obligations~~the storage, ~~our~~use ~~ability~~or totransmission ~~continue~~of aspersonal ainformation ~~U.S.~~could ~~public~~result ~~company would be~~ in ~~jeopardy~~a inbreach ~~which~~of ~~event~~registered ~~you~~user ~~could~~or ~~lose your entire investment in our company~~employee privacy.

WeAdditionally, we ~~are~~may ~~selling~~not be able to prevent security breaches involving customer transaction data. If we experience a security breach or other lapse in the handling of confidential information of this ~~offering~~kind, ~~without~~the anincident ~~underwriter~~could give rise to risks including data loss, litigation and ~~may~~liability, beand ~~unable~~could harm our reputation or disrupt our operations, any of which could materially adversely affect our business. In addition, various states and countries have differing laws regarding protection of customer privacy and confidential information, including notification requirements in the event of certain breaches or losses of information. Efforts to ~~sell~~comply with these laws and regulations increase our costs of doing business and failure to achieve compliance could result in substantial liability to our business and harm our reputation. In the event of a security breach or loss of confidential information, we could be subject to fines, penalties, damages and other remedies under applicable laws, any ~~shares~~of which could have a material adverse impact on our reputation, business, operating results and financial condition.

~~This~~If ~~offering~~third isparties improperly ~~self-underwritten,~~obtain ~~that~~and isuse the personal information of our registered users or employees, we ~~are~~may ~~not~~be ~~going~~required to ~~engage~~expend ~~the~~significant resources ~~services~~in efforts to address these problems. A major breach of anour ~~underwriter~~network tosecurity ~~sell~~and ~~the~~systems ~~shares;~~could wehave ~~intend~~serious tonegative consequences ~~sell~~for our ~~shares~~businesses, ~~through~~including ~~our~~possible ~~sole~~fines, ~~officer~~penalties and ~~director~~damages, ~~Mr.~~reduced ~~Kaspruk~~demand for our products and services, an ~~who~~unwillingness ~~will~~of ~~receive~~subscribers noto ~~commissions.~~provide Heus ~~will~~with ~~offer~~their ~~the~~credit ~~shares~~card toor ~~friends~~payment information, an unwillingness of registered users to upload family ~~members~~records or photos onto our Web sites, harm to our reputation and ~~business~~brand ~~associates;~~and ~~however~~loss of our ability to accept and process subscriber credit card orders. Similarly, ~~there~~if isa nowell-publicized ~~guarantee~~breach ~~that~~of hedata ~~will~~security beat ~~able~~any other major consumer Web site were to ~~sell~~occur, ~~any~~there ofcould ~~the~~be ~~shares.~~a ~~Unless~~general hepublic isloss ~~successful~~of confidence in ~~selling~~the ~~all~~use of the ~~shares~~Internet ~~and~~for wecommercial ~~receive~~transactions. ~~the~~Any ~~proceeds~~of ~~from~~these events ~~this~~could ~~offering~~have material adverse effects on our business, financial condition and results of operations. In addition, we may have toinadequate ~~seek~~insurance ~~alternative~~coverage ~~financing~~ to ~~implement~~compensate ~~our~~for ~~business~~any ~~plan~~related losses.

Risks Associated with our Common Stock

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between us and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

IfChanges ~~our~~in ~~shares~~laws ofor ~~common~~regulations ~~stock~~relating ~~commence~~to ~~trading~~privacy on or the ~~OTC~~protection ~~Bulletin~~or ~~Board~~transfer of personal data, ~~the~~or ~~trading~~any ~~price~~actual ~~will~~or ~~fluctuate~~perceived ~~significantly~~failure by us to comply with such laws and ~~stockholders~~regulations or ~~may~~our ~~have~~privacy ~~difficulty~~policies, ~~reselling~~could ~~their~~adversely ~~shares~~affect our business.

AsComponents of ~~the~~our ~~date~~business, ofincluding ~~this~~our online ~~Registration Statement~~systems, ~~our~~involve ~~common~~processing, ~~stock~~storing, ~~does~~and ~~not~~transmitting ~~yet~~confidential ~~trade~~data, onwhich ~~the~~is ~~Over-the-Counter~~subject ~~Bulletin~~to ~~Board. If~~ our ~~shares~~privacy ofpolicies ~~common~~and ~~stock commence trading on the Bulletin Board~~certain federal, ~~the extremely small numbers of holders will sharply limit liquidity of the shares~~state, and ~~there~~foreign islaws ~~a volatility associated with Bulletin Board securities in general~~ and ~~the~~regulations ~~value~~relating ~~of your investment could decline due~~ to ~~the~~privacy ~~impact~~and ofdata ~~any~~protection. ofThe ~~the~~amount ~~following factors upon the market price~~ of ~~our~~customer ~~common~~and ~~stock:~~employee ~~(i)~~data that ~~disappointing~~we ~~results~~store ~~from~~through our ~~discovery~~platform, ornetworks, ~~development~~and ~~efforts;~~other ~~(ii)~~systems, ~~failure~~including topersonal ~~meet~~data, ~~our~~is ~~revenue~~increasing. orIn ~~profit~~recent ~~goals~~years, orthe ~~operating~~collection and ~~budget;~~use ~~(iii)~~of ~~decline~~personal indata ~~demand for our common stock; (iv) downward revisions in securities analysts’ estimates or changes in general market conditions; (v) technological innovations~~ by ~~competitors~~companies orhave income ~~competing~~under ~~technologies;~~increased ~~(vi)~~regulatory ~~lack of funding generated for operations; (vii) investor perception of our industry or our prospects;~~ and ~~(viii)~~public ~~general economic trends~~scrutiny.

WeFor ~~have~~example, ~~not~~in ~~engaged~~the aUnited ~~market~~States, ~~maker~~protected health information is subject to ~~apply~~the Health Insurance Portability and Accountability Act, or HIPAA. HIPAA has been supplemented by the Health Information Technology for ~~quotation~~Economic onand Clinical Health Act with the ~~OTC~~result ~~Bulletin~~of ~~Board~~increased oncivil ~~our~~and ~~behalf~~criminal penalties for noncompliance. ~~There~~Under isHIPAA, noentities ~~current~~performing ~~trading~~certain ~~market~~functions and creating, receiving, maintaining, or transmitting protected health information provided by covered entities and other business associates are directly subject to HIPAA. We do not have access to protected health information for ~~our~~the ~~securities~~ReminX product, and ifat athis ~~trading~~time ~~market~~we ~~does~~do not ~~develop~~anticipate that DTHR-ALZ will require us to have access to protected health information, ~~purchasers~~although ofif we have access to protected health information through our ~~securities~~platform, we may ~~have~~be ~~difficulty~~obligated ~~selling~~to ~~their~~comply ~~shares~~with certain privacy rules and data security requirements under HIPAA. InAny ~~addition~~systems failure or security breach that results in the release of, ~~stock~~or ~~markets~~unauthorized ~~have~~access ~~experienced~~to, ~~price~~personal ~~and~~data, ~~volume~~or ~~fluctuations~~any ~~and~~failure ~~the~~or ~~market~~perceived ~~prices~~failure ofby ~~securities~~us ~~have~~to ~~been~~comply with ~~highly~~our ~~volatile.~~privacy ~~These~~policies ~~fluctuations~~or ~~are~~any ~~often~~applicable ~~unrelated~~laws or regulations relating to ~~operating~~privacy ~~performance~~or ~~and~~data ~~may~~protection, ~~adversely~~could ~~affect~~result ~~the~~in ~~market~~proceedings against ~~price~~us ofby ~~our~~governmental ~~common~~entities ~~stock~~or others. AsSuch aproceedings could result in the imposition of sanctions, ~~investors~~fines, ~~may~~penalties, liabilities, beor ~~unable~~governmental toorders ~~sell~~requiring ~~their~~that ~~shares~~we atchange aour ~~fair~~data ~~price~~practices, ~~and~~any ~~you~~of ~~may~~which ~~lose~~could ~~all~~have ora ~~part~~material ofadverse ~~your~~effect on ~~investment~~our business, operating results, and financial condition.

~~Broker-dealers~~Various local, state, federal, and international laws, directives, and regulations apply to the collection, use, retention, protection, disclosure, transfer, and processing of personal data. These data protection and privacy laws and regulations continue to evolve. Various federal, state, and foreign legislative or regulatory bodies may beenact ~~discouraged~~new ~~from~~or ~~effecting~~additional ~~transactions~~laws or regulations concerning privacy and data protection that could adversely impact our business. Complying with these varying requirements could cause us to incur substantial costs or require us to change our business practices, either of which could adversely affect our business and operating results. For example, the European Commission adopted a new law regarding data practices called the General Data Protection Regulation, or GDPR, which became effective in May 2018, and supersedes previous EU data protection legislation. The GDPR imposes new and more stringent EU data protection requirements, which could increase the risk of non-compliance and the costs of providing our ~~shares~~products ~~because~~and ~~they~~services in ~~are~~a ~~considered~~compliant ~~penny~~matter. ~~stocks~~The GDPR provides for greater monetary penalties for noncompliance, including a penalty of up to the greater of €20 million or 4% of total worldwide annual turnover. In addition, the California Consumer Privacy Act was also recently passed and ~~are~~creates ~~subject~~new data privacy rights for users, effective in 2020. Changing definitions of personal data and information may also limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the ~~penny~~sharing ~~stock~~of ~~rules~~data. Also, some jurisdictions require that certain types of data be retained on servers within these jurisdictions. Our failure to comply with applicable laws, directives, and regulations may result in enforcement action against us, including fines, and damage to our reputation, any of which may have an adverse effect on our business and operating results.

~~The~~If ~~SEC~~we ~~has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally~~ are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not ~~otherwise~~able ~~exempt from those rules,~~ to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide ~~the customer with bid and offer quotations for the penny stock~~successful enhancements, ~~the~~new ~~compensation~~features ~~of the broker-dealer,~~ and ~~sales~~modifications ~~person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior~~ to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our ~~common stock develops~~services, our ~~common~~business ~~stock~~could ~~will~~be ~~probably~~adversely ~~become subject to the penny stock rules, and shareholders may have difficulty in selling their shares~~affected.

~~Because~~Our weindustry dois ~~not~~marked ~~intend~~by rapid technological developments and new and enhanced applications and services. If we are unable to ~~pay~~provide ~~any~~enhancements ~~cash~~and ~~dividends~~new features for our existing services or new services that achieve market acceptance or that keep pace with rapid technological developments, our business could be adversely affected. The success of enhancements, new features and services depends on several factors, including the timely completion, introduction and market acceptance of such enhancements, features or services. Failure in this regard may significantly impair our ~~common~~revenue ~~stock~~growth. In addition, because our ~~stockholders~~services are designed to operate on a variety of systems, we will need to continuously modify and enhance our services to keep pace with changes in internet-related hardware, mobile operating systems such as iOS and Android, and other software, communication, browser and database technologies. We may not be ~~able~~successful in either developing these modifications and enhancements or in bringing them to ~~receive~~market in a ~~return~~timely onfashion. ~~their~~Furthermore, ~~shares~~modifications ~~unless~~to ~~they~~existing ~~sell~~platforms or ~~them~~technologies will increase our research and development expenses. Any failure of our services to operate effectively with future network platforms and technologies could reduce the demand for our services, result in customer dissatisfaction and adversely affect our business.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors that need to rely on dividend income should not invest in our common stock, as any income would only come from any rise in the market price of our common stock, which is uncertain and unpredictable. Investors that require liquidity should also not invest in our common stock. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no established trading market and should one develop, it will likely be volatile and subject to minimal trading volumes.

~~Because~~The weReminX ~~can~~Family ~~issue~~Mobile/Web ~~additional~~App must ~~shares~~integrate with a variety of ~~common~~operating ~~stock~~systems and software applications that are developed by others, ~~purchasers~~and ofif we are unable to ensure that our ~~common~~solutions ~~stock~~interoperate with such systems and applications, our service may ~~incur~~become ~~immediate~~less ~~dilution~~functional, and ~~may~~our ~~experience~~operating results ~~further~~may ~~dilution~~be harmed.

We intend to offer the ReminX Family Mobile/Web App (the “Family App”) across a variety of operating systems and through the internet. We are ~~authorized~~dependent toon ~~issue~~the upinteroperability toof 75our platform with third-party mobile devices,~~000~~ desktop and mobile operating systems,~~000~~ as ~~shares~~well as web browsers that we do not control. Any changes in such systems, devices or web browsers that degrade the functionality of ~~common~~our ~~stock~~services or give preferential treatment to competitive services could adversely affect usage of our services. AtIn ~~present~~order to deliver high quality functionality through the Family App, ~~there~~it ~~are~~is 4important that it work well with a range of operating systems,~~000~~ networks,~~000~~ ~~issued~~devices, web browsers and ~~outstanding~~standards ~~shares~~that ofwe ~~common~~do ~~stock~~not control. In addition, ~~and~~because ifa substantial number of our users access our services through mobile devices, we are particularly dependent on the interoperability of our services with mobile devices and operating systems. We may not be successful in ~~completing~~developing relationships with key participants in the ~~Maximum~~mobile ~~Offering~~industry ~~there~~or ~~will~~in developing beservices 6that operate effectively with these operating systems,~~000~~ networks,~~000~~ ~~shares~~devices, ~~outstanding.~~web ~~Our~~browsers ~~Board~~and ofstandards. ~~Directors~~In ~~has~~ the event ~~authority~~that toit ~~cause~~is usdifficult for our users to ~~issue~~access ~~additional~~and ~~shares~~use ofthe ~~common~~Family ~~stock~~App, ~~without~~the ~~consent~~functionality of ~~any~~the ofReminX Product may be reduced, and our ~~stockholders~~business and operating results could be adversely affected.

~~Consequently,~~Our ~~our~~business ~~stockholders~~depends ~~may~~on ~~experience~~continued and ~~more~~unimpeded ~~dilution~~access into ~~their~~the ~~ownership~~Internet ofby us and our ~~Company~~members inon personal computers and mobile devices. If government regulations relating to the ~~future~~Internet or other areas of our business change, ~~which~~if ~~could~~Internet ~~have~~access anproviders ~~adverse~~are ~~effect~~able onto ~~the~~block, ~~trading~~degrade, ~~market~~or charge for access to certain of our ~~shares~~products and services, or if third parties disrupt access to the Internet, we could incur additional expenses and the loss of ~~common~~members ~~stock~~and subscribers.

~~Anti~~Our products and services depend on the ability of our members and subscribers to access the Internet through their personal computers and mobile devices. Currently, this access is provided by companies that have significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-~~takeover~~owned ~~effects~~service providers, any of whom ~~certain~~could ~~provisions~~take actions that degrade, disrupt, or increase the cost of ~~Nevada~~user ~~state~~access ~~law~~to ~~hinder~~our aproducts ~~potential~~or ~~takeover~~solutions, which would, in turn, negatively impact our business. In addition, Internet access could be disrupted by other third parties. Further, the adoption of any laws or regulations that adversely affect the ~~company~~growth, popularity or use of the Internet, including laws limiting Internet neutrality, could decrease the demand for our subscription service or the usage of our services and increase our cost of doing business.

~~Though~~We ~~not~~rely ~~now,~~on wethird ~~may~~parties befor orcertain financial inand ~~the~~operational ~~future~~services weessential ~~may~~to ~~become~~our ~~subject~~ability to ~~Nevada’s~~manage ~~control~~our ~~share law~~business. A ~~corporation~~failure ~~is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada~~ or ~~through~~disruption an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in ~~the~~these ~~election~~services ofcould materially ~~directors:~~and ~~(i)~~adversely ~~one-fifth~~affect orour ~~more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The~~ ability to ~~exercise~~manage ~~such~~our ~~voting~~business ~~power may be direct or indirect, as well as individual or in association with others~~effectively.

~~The~~We ~~effect~~rely ofon ~~the~~third ~~control~~parties ~~share~~for ~~law~~certain isessential financial ~~that the acquiring person,~~ and ~~those~~operational ~~acting~~services. inThese ~~association~~vendors ~~with~~provide ~~it,~~their ~~obtains~~services ~~only~~to ~~such~~us ~~voting~~via ~~rights~~a incloud-based ~~the~~model ~~control~~instead ~~shares as are conferred by a resolution~~ of ~~the~~software ~~stockholders~~that is ofinstalled ~~the~~on ~~corporation,~~our ~~approved~~premises. atAs a ~~special~~result, orwe ~~annual~~depend ~~meeting~~upon ofthese ~~stockholders.~~vendors ~~The~~providing ~~control~~us ~~share~~with ~~law~~services ~~contemplates~~ that ~~voting~~are ~~rights~~always ~~will~~available beand are ~~considered~~free ~~only~~of ~~once~~errors byor ~~the other stockholders~~defects. ~~Thus,~~Any ~~there~~errors isor nodefects ~~authority~~in tothese ~~strip~~services ~~voting~~or ~~rights~~products ~~from~~or ~~the~~any ~~control~~interruption ~~shares~~in oftheir anbusiness ~~acquiring~~services could ~~person~~cause ~~once~~disruptions ~~those~~in ~~rights~~our ~~have~~business ~~been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person~~processes, ~~those~~which ~~shares~~would doadversely ~~not~~affect ~~become~~our ~~permanent~~ability ~~non-voting shares. The acquiring person is free~~ to ~~sell~~operate ~~its~~and ~~shares~~manage toour ~~others~~operations. ~~If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.~~

IfWe ~~control~~plan ~~shares~~to ~~are~~provide ~~accorded~~service ~~full~~level commitments ~~voting~~under ~~rights~~our ~~and~~subscription ~~the~~agreements. ~~acquiring~~If ~~person~~we ~~has~~fail ~~acquired~~to ~~control~~meet ~~shares~~these ~~with~~contractual acommitments, ~~majority~~we orcould ~~more~~be ofobligated ~~the~~to ~~voting~~provide credits ~~power,~~or ~~any~~refunds ~~stockholder~~for ofprepaid ~~record,~~amounts ~~other~~related ~~than~~to anunused ~~acquiring~~subscription ~~person~~services or face subscription terminations, ~~who~~which ~~has~~could ~~not~~adversely affect ~~voted~~our revenue. Furthermore, any failure in ~~favor~~our delivery of ~~approval~~high-quality ofcustomer ~~voting~~support ~~rights~~services ismay ~~entitled~~adversely toaffect ~~demand~~our relationships ~~fair~~with ~~value~~our ~~for~~subscribers ~~such~~and ~~stockholder’s~~our ~~shares~~financial results.

~~Nevada’s~~We ~~control~~anticipate ~~share~~that ~~law~~our subscription agreements with subscribers will provide certain service level commitments. If we are unable to meet these stated service level commitments or suffer periods of downtime that exceed the periods allowed under our customer agreements, we may ~~have~~be obligated to provide these subscribers with service credits which could significantly impact our revenue in the ~~effect~~period ofin ~~discouraging~~which ~~takeovers~~the ofdowntime occurs and the credits ~~corporation~~could be due. We could also face subscription terminations, which could significantly impact both our current and future revenue. Any extended service outages could also adversely affect our reputation, which would also impact our future revenue and operating results.

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

~~BECAUSE~~Our WEsubscribers DOdepend ~~NOT~~on ~~HAVE~~our ANcustomer support ~~ESCROW~~and ORtechnical ~~TRUST~~support ~~ACCOUNT~~personnel ~~FOR~~to ~~YOUR~~resolve ~~SUBSCRIPTION~~technical issues relating to our services. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without IFcorresponding WErevenue, ~~FILE~~could ~~FOR~~increase ~~BANKRUPTCY~~costs ~~PROTECTION~~and ORadversely ~~ARE~~affect ~~FORCED~~our ~~INTO~~operating ~~BANKRUPTCY~~results. In addition, ORour Asales ~~CREDITOR~~process is ~~OBTAINS~~highly Adependent ~~JUDGMENT~~on ~~AGAINST~~the USease ~~AND~~of ~~ATTACHES~~use ~~THE~~of ~~SUBSCRIPTION~~our services, on our reputation and on positive recommendations from our existing subscribers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our services to existing and prospective subscribers.

~~Your~~Future ~~funds~~acquisitions ~~will~~and ~~not~~investments could bedisrupt ~~placed in an escrow or trust account. All subscriptions in this offering will be available for~~ our ~~immediate~~business ~~use,~~ and ~~will~~harm ~~not~~our befinancial ~~returning~~condition subscriptions regardless of how many shares are sold in this offering. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and ~~administered~~operating ~~according to the bankruptcy laws~~results. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.

~~BECAUSE~~Our ~~OUR~~success ~~CURRENT~~will ~~PRESIDENT~~depend, ~~AND~~in ~~EXECUTIVE~~part, ~~OFFICER~~on ~~DEVOTE~~our ability ~~LIMITED~~to ~~AMOUNT~~expand OFour ~~TIME~~services TOand ~~THE~~grow ~~COMPANY~~our business in response to changing technologies, HEcustomer ~~MAY~~demands, ~~NOT~~and BEcompetitive ~~ABLE~~pressures. In ORsome ~~WILLING~~circumstances, TOwe ~~DEVOTE~~may Achoose ~~SUFFICIENT~~to ~~AMOUNT~~do OFso ~~TIME~~through TOthe ~~OUR~~acquisition ~~BUSINESS~~of ~~OPERATIONS~~complementary businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, ~~CAUSING~~time-consuming ~~OUR~~and ~~BUSINESS~~costly, and TOwe ~~FAIL~~may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

~~Mr.~~• ~~Kaspruk,~~Diversion ~~our~~of ~~President,~~management ~~currently~~time ~~devotes~~and ~~approximately~~focus ~~twenty~~from ~~hours~~operating ~~per~~the ~~week~~business ~~providing~~to ~~management~~addressing ~~services~~acquisition tointegration ~~us.~~challenges; ~~While~~coordination heof ~~presently~~research ~~possesses~~and ~~adequate~~development ~~time~~and tosales ~~attend~~and tomarketing ~~our~~functions; ~~interest,~~• itRetention isof ~~possible~~key ~~that~~employees from the ~~demands~~acquired oncompany; ~~his~~• Cultural challenges associated with integrating employees from ~~other~~the ~~obligations~~acquired ~~could~~company ~~increase,~~into ~~with~~our organization; • Integration of the ~~result~~acquired ~~that~~company’s ~~she~~accounting, ~~would~~management noinformation, ~~longer~~human beresources ~~able~~and other administrative systems; • The need to ~~devote~~implement ~~sufficient~~or ~~time~~improve controls, procedures and policies at a business that prior to the ~~management~~acquisition may have lacked effective controls, procedures and policies; • Liabilities for activities of ~~our~~the ~~business.~~acquired ~~The~~company ~~loss~~before the acquisition, including intellectual property infringement claims, violations of ~~Mr.~~laws, ~~Kaspruk~~commercial todisputes, ~~our~~tax liabilities, and other known and unknown liabilities; • Unanticipated write-offs or charges; and • Litigation or other claims in connection with the acquired company, ~~could~~including ~~negatively~~claims ~~impact~~from ~~our~~terminated ~~business~~employees, ~~development~~subscribers, former stockholders or other third parties.

~~OUR~~Our ~~EXECUTIVE~~failure ~~OFFICER~~to ~~AND~~address ~~DIRECTOR~~these ~~DOES~~risks ~~NOT~~or ~~HAVE~~other problems ~~ANY~~encountered ~~PRIOR~~in ~~EXPERIENCE~~connection ~~CONDUCTING~~with Aour ~~BEST~~past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses, incremental operating expenses or the write-~~EFFORT~~off ~~OFFERING~~of goodwill, ORany ~~MANAGING~~of Awhich ~~PUBLIC~~could ~~COMPANY~~harm our financial condition or operating results.

~~Our~~Unfavorable ~~sole~~general ~~executive~~economic ~~officer~~conditions in ~~and~~the ~~director~~United ~~does~~States ~~not have any experience conducting a best-effort offering~~ or ~~managing~~in aother ~~public~~major ~~company.~~markets ~~Consequently,~~could wenegatively ~~may~~impact ~~not be able to raise any funds or run~~ our ~~public~~financial ~~company successfully~~performance. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Also, our executive’s officers’ and director’s lack of experience of managing a public company could cause you to lose some or all of your investment.

~~THERE~~Unfavorable ISgeneral NOeconomic ~~MINIMUM~~conditions, such ~~NUMBER~~as OFa ~~SHARES~~recession ~~THAT~~or ~~HAS~~economic TOslowdown BEin ~~SOLD~~the INUnited ~~ORDER~~States ~~FOR~~or ~~THE~~in ~~OFFERING~~other TOmajor ~~PROCEED~~markets, could negatively affect the affordability of, and consumer demand for our services. Under difficult economic conditions, we believe that consumers may seek to reduce discretionary spending by forgoing purchases of our services or by shifting away from our platform to lower-priced products or services offered by other companies. Softer consumer demand for our services in the United States or in other major markets could reduce our profitability and could negatively affect our financial performance.

WeMany doindividuals ~~not~~use ~~have~~mobile ~~a minimum amount of funding set in order~~ devices to ~~proceed~~access ~~with~~online ~~the offering~~services. If ~~not~~users ~~enough~~of ~~money~~these isdevices ~~raised~~do tonot ~~begin~~widely ~~operations,~~adopt ~~you~~the ~~might~~proprietary ~~lose~~platform ~~your~~we ~~entire~~develop ~~investment~~for ~~because~~these devices or if we ~~may~~are ~~not~~unable ~~have~~to ~~enough~~effectively ~~funds~~operate toon ~~implement~~mobile devices, our business ~~plan~~could be adversely affected.

ASThe ANnumber ~~“EMERGING~~of ~~GROWTH~~people ~~COMPANY”~~who ~~UNDER~~access ~~THE~~online services ~~JOBS~~through ~~ACT~~mobile devices, WEsuch ~~ARE~~as ~~PERMITTED~~smart TOphones, ~~RELY~~handheld ONtablets ~~EXEMPTIONS~~and ~~FROM~~mobile ~~CERTAIN~~telephones, ~~DISCLOSURE~~as ~~REQUIREMENTS~~opposed to personal computers, has increased dramatically in the past few years and is projected to continue to increase. If the mobile solutions we have developed do not meet the needs of prospective and current subscribers, they may not sign up or reduce their usage of our platform and our business could suffer. Additionally, we are dependent on the interoperability of our proprietary platform with popular mobile operating systems that we do not control, such as Android and iOS, and any changes in such systems and terms of service that degrade our solutions’ functionality, or give preferential treatment to competitive products, could adversely affect traffic and monetization on mobile devices. We may not be successful in maintaining and developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks, or standards. Each manufacturer or distributor may establish unique technical standards for its devices, and our products and services may not work or be viewable on these devices as a result. Some manufacturers may also elect not to include our products on their devices. As new devices and new platforms are continually being released, it is difficult to predict the challenges we may encounter in developing versions of our solutions for use on these alternative devices, and we are devoting significant resources to the support and maintenance of such devices.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

- have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

- comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

- submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

- disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

InOur ~~addition,~~solutions ~~Section~~and ~~107~~internal ofsystems rely ~~the~~on ~~JOBS~~software ~~Act also provides~~ that anis ~~emerging~~highly ~~growth~~technical, ~~company~~and ~~can~~if ~~take~~it ~~advantage~~contains ofundetected ~~the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words~~errors, anour ~~emerging~~business ~~growth~~could company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be ~~comparable~~adversely ~~to those of companies that comply with such new or revised accounting standards~~affected.

WeOur ~~will~~solutions ~~remain~~and aninternal ~~“emerging~~systems ~~growth~~rely on ~~company”~~software ~~for~~that upis tohighly ~~five~~technical ~~years,~~and orcomplex. ~~until~~In ~~the~~addition, ~~earliest~~our ofsolutions ~~(i)~~and ~~the~~internal ~~last~~systems ~~day~~depend ofon the ~~first~~ability ~~fiscal~~of ~~year in which~~ our software ~~total~~to ~~annual~~store, ~~gross~~retrieve, ~~revenues~~process, ~~exceed~~and $1manage ~~billion,~~immense ~~(ii)~~amounts ~~the~~of ~~date~~data. ~~that~~Our wesoftware ~~become~~has acontained, ~~“large~~and ~~accelerated~~may ~~filer”~~now asor ~~defined~~ in ~~Rule 12b-2 under~~ the ~~Securities~~future contain, ~~Exchange~~undetected ~~Act~~errors, ~~of 1934~~bugs, ~~which~~or ~~would~~vulnerabilities. ~~occur~~Some iferrors ~~the~~in ~~market value of~~ our ~~ordinary~~software ~~shares~~may ~~that~~only isbe ~~held~~discovered byafter ~~non-affiliates exceeds $700 million as of~~ the ~~last~~code ~~business~~has ~~day~~been released offor ~~our~~external ~~most~~or ~~recently~~internal ~~completed~~use. ~~second~~Errors ~~fiscal quarter~~ or ~~(iii)~~other ~~the~~design ~~date~~defects onwithin ~~which~~our wesoftware ~~have~~may ~~issued~~result ~~more than $1 billion~~ in ~~non-convertible~~a ~~debt~~negative ~~during~~experience ~~the~~for members ~~preceding~~or ~~three~~subscribers, ~~year~~delay ~~period.~~product ~~Even~~introductions ifor weenhancements, noor ~~longer~~result ~~qualify~~in ~~for~~measurement ~~the~~or ~~exemptions~~other ~~for~~errors. anAny ~~emerging~~errors, ~~growth company~~bugs, or wedefects ~~may~~discovered ~~still be,~~ in ~~certain~~our ~~circumstances,~~software ~~subject~~could toresult ~~scaled~~in ~~disclosure~~damage ~~requirements~~to asour areputation, ~~smaller~~loss ~~reporting~~of ~~company. For example~~members, ~~smaller~~loss ~~reporting~~of ~~companies~~revenue, ~~like~~or ~~emerging~~liability for ~~growth companies~~damages, ~~are~~any ~~not~~of ~~required~~which tocould ~~provide~~adversely aaffect ~~compensation~~our ~~discussion~~business and ~~analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over~~ financial ~~reporting~~results.

~~Until~~Anti-takeover ~~such~~provisions ~~time,~~in ~~however,~~our wecharter documents ~~cannot~~and ~~predict~~under ifNevada ~~investors~~law ~~will~~could ~~find~~make ~~our~~an ~~common~~acquisition ~~stock~~of ~~less~~us ~~attractive~~more ~~because~~difficult, welimit ~~may~~attempts ~~rely~~by onour ~~these~~stockholders ~~exemptions.~~to Ifreplace ~~some~~or remove ~~investors find~~ our ~~common~~current ~~stock~~management ~~less~~and ~~attractive~~limit asany aeventual ~~result, there may be a less active trading~~ market ~~for~~price of our common stock ~~and our stock price may be more volatile~~.

WEProvisions ~~MAY~~in BEour ~~EXPOSED~~amended TOand ~~POTENTIAL~~restated articles ~~RISKS~~of ~~AND~~incorporation ~~SIGNIFICANT~~and ~~EXPENSES~~amended ~~RESULTING~~and ~~FROM~~restated ~~THE~~bylaws ~~REQUIREMENTS~~may OFhave ~~SECTION~~the ~~404~~effect OFof ~~THE~~delaying ~~SARBANES-OXLEY~~or ~~ACT~~preventing OFa ~~2002~~change of control or changes in our management. Our articles of incorporation and bylaws include provisions that:

~~When~~• Authorize our ~~S-1~~board ~~becomes~~of ~~effective,~~directors weto ~~will be required~~issue, ~~pursuant~~without tofurther ~~Section 404~~action ofby the ~~Sarbanes-Oxley~~stockholders, ~~Act~~up ofto ~~2002~~20,000,000 toshares ~~include~~of inundesignated ~~our~~preferred ~~annual~~stock; ~~report~~• ~~our~~Specify ~~assessment~~that ofspecial ~~the~~meetings ~~effectiveness~~ of our ~~internal~~stockholders ~~control~~can ~~over~~be ~~financial~~called ~~reporting We~~only ~~expect~~by tothe ~~incur significant continuing costs~~President, ~~including~~Vice ~~accounting fees and staffing costs~~President, inor ~~order~~a tomajority ~~maintain compliance with the internal control requirements~~ of the ~~Sarbanes-Oxley~~board ~~Act~~ of ~~2002. Development of our business will necessitate ongoing changes to our internal control systems~~directors, ~~processes~~ and ~~information~~shall ~~systems.~~be ~~Currently,~~called weat ~~have~~the norequest ~~employees.~~of Westockholders doholding ~~not~~at ~~intend~~least to10% ~~develop~~of ~~or manufacture any products, and consequently have no products in development, manufacturing facilities or intellectual property rights. As we develop~~ our ~~business,~~capital ~~obtain~~stock; ~~regulatory approval, hire employees~~ and ~~consultants~~• ~~and~~Provide ~~seek to protect our intellectual property rights, our, our current design for internal control over financial reporting will not be sufficient to enable management to determine~~ that ~~our~~vacancies ~~internal controls are effective for any period, or~~ on ~~an ongoing basis. Accordingly, as we develop~~ our ~~business,~~board ~~such~~of ~~development~~directors ~~and~~may ~~growth~~be ~~will~~filled ~~necessitate~~only ~~changes~~by toa ~~our~~majority ~~internal~~of ~~control~~directors ~~systems,~~then ~~processes~~in ~~and information systems~~office, ~~all~~even ofthough ~~which~~less ~~will~~than ~~require~~a ~~additional costs and expenses~~quorum.

InThese ~~the~~provisions ~~future,~~may iffrustrate weor ~~fail~~prevent any toattempts ~~complete~~by ~~the~~our ~~annual~~stockholders ~~Section~~to ~~404~~replace ~~evaluation~~or inremove aour ~~timely~~current ~~manner,~~management weby ~~could~~making beit ~~subject~~more todifficult ~~regulatory~~for ~~scrutiny~~stockholders ~~and~~to areplace members ~~loss~~of our board of ~~public~~directors, ~~confidence~~which inis ~~our~~responsible ~~internal~~for ~~controls~~appointing the members of our management. In addition, ~~any~~institutional shareholder ~~failure~~representative togroups, ~~implement~~shareholder ~~required~~activists ~~new~~and others may disagree with our corporate governance provisions or ~~improved~~other practices, ~~controls~~including the anti-takeover provisions, orsuch ~~difficulties~~as ~~encountered~~those inlisted ~~their~~above. ~~implementation~~We generally will consider recommendations of institutional shareholder representative groups, ~~could~~but ~~harm~~we ~~our~~will ~~operating~~make ~~results~~decisions orbased ~~cause~~on uswhat toour ~~fail~~board and management believe to ~~meet~~be in the best long term interests of our ~~reporting~~company ~~obligations~~and stockholders.

~~However,~~We asare analso ~~“emerging~~subject ~~growth~~to ~~company,”~~certain asanti-takeover provisions ~~defined~~under inNevada ~~the~~law. ~~JOBS~~Under ~~Act~~Nevada law, ~~our~~a ~~independent~~corporation ~~registered~~may ~~public~~not, ~~accounting~~in ~~firm~~general, ~~will~~engage ~~not~~in bea ~~required~~business tocombination ~~comply~~ with ~~the~~any ~~auditor~~“interested stockholder” ~~attestation~~for ~~requirements~~two ~~of Section 404~~(b2) ofyears after the ~~Sarbanes-Oxley~~date ~~Act~~the ~~but~~person ~~that~~first ~~management~~became ~~will~~an beinterested ~~required~~stockholder, tounless ~~provide~~the ancombination ~~annual~~meets all ~~report~~of onthe ~~our~~requirements ~~internal~~of ~~control~~our ~~over~~articles ~~financial~~of ~~reporting~~incorporation ~~pursuant~~and to(i) ~~Item~~the ~~308~~purchase of ~~Regulation~~shares ~~S-K~~by in the ~~year~~interested ~~following~~stockholder ~~our~~is ~~first~~approved by ~~annual~~our ~~report~~board ~~required~~of todirectors bebefore ~~filed~~that ~~pursuant~~date toor ~~Section 13~~(aii) orthe ~~15(d)~~combination ofis ~~the~~approved ~~Exchange~~by ~~Act~~our ~~for~~board ~~the~~of ~~prior~~directors ~~fiscal~~and, ~~year~~at or ~~the~~after ~~date~~that time, wethe ~~are~~combination nois ~~longer~~approved at an ~~emerging~~annual ~~growth~~or ~~company.~~special Atmeeting ~~such~~of ~~time~~our stockholders, ~~our~~and ~~independent~~not ~~registered~~by ~~public~~written ~~accounting~~consent, ~~firm~~by ~~may~~the ~~issue~~affirmative vote aof ~~report~~the ~~that~~holders isof ~~adverse~~stock inrepresenting ~~the~~at ~~event~~least itsixty ispercent (60%) of our outstanding voting power not ~~satisfied~~beneficially ~~with~~owned by the ~~level~~interested atstockholder ~~which~~or ~~our~~the ~~controls~~affiliates ~~are~~or ~~documented,~~associates ~~designed~~of orthe ~~operating~~interested stockholder.

Our financial performance may be adversely affected by medical device tax provisions in the healthcare reform laws.

The Patient Protection and Affordable Care Act (the “Affordable Care Act”) imposes, among other things, an excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States, although this tax has been suspended for calendar years 2016, 2017, 2018 and 2019. It is unclear at this time if the moratorium will be further extended. We anticipate that sales of our medical devices in the United States will be subject to this 2.3% excise tax after December 31, 2019. Additionally, Congress could terminate the moratorium or further change the law related to the medical device tax in a manner that could adversely affect us.

Risks Relating to Our Intellectual Property Rights

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part on our intellectual property. As of August 2018, we had one patent issued in the United States; three patent pending applications in the United States; one international application filed under the Patent Cooperation Treaty (“PCT”); and two provisional applications filed in the United States, all relating to our core technology of reminiscence therapy technologies. As we continue to develop our intellectual property, we will file additional patent applications as appropriate. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, subscribers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. Our pending applications may not result in the issuance of patents. If we file patent applications outside the United States, we may have to expend significant resources to obtain additional patents as we expand our international operations.

~~MARKET~~In ~~FOR~~order ~~OUR~~to ~~COMMON~~protect ~~STOCK~~our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Our failure to secure, protect and enforce our intellectual property rights could materially adversely affect our brand and adversely impact our business.

~~Market~~Our ~~Information~~services contain open source software, whose licenses may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.

~~There~~We use open source software in our services and will use open source software in the future. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Additionally, because any software source code we contribute to open source projects is nopublicly ~~established~~available, ~~public~~our ~~market~~ability ~~for~~to protect our ~~common~~intellectual property ~~stock~~rights with respect to such software source code may be limited or lost entirely, and we are unable to prevent our competitors or others from using such contributed software source code. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business, financial condition and operating results.

~~After~~Risks ~~the~~Relating ~~effective date of the registration statement of which this prospectus forms a part, we intend~~ to ~~try~~Our toSecurities identify a market maker to file an application with the Financial Industry Regulatory Authority, Inc., or FINRA, to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and ~~even if we identify a market maker, there can be no assurance as to whether we will meet~~ the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted, a liquid or viable market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.Offering

WeYou ~~have~~will ~~issued~~experience ~~4,000,000~~immediate ~~shares~~and ofsubstantial ~~our~~dilution as ~~common~~a ~~stock~~result ~~since~~of ~~our~~this ~~inception~~offering onand ~~December~~may 27experience ,additional ~~2012.~~dilution ~~There~~in ~~are~~the ~~no outstanding options or warrants or securities that are convertible into shares of common stock~~future.

~~Holders~~The public offering price per share will be substantially higher than the net tangible book value (deficit) per common share immediately prior to the offering. Based upon the assumed issuance and sale of _____________ shares by us in this offering at an assumed public offering price of $_____ per share (based upon the last reported sale price of our common stock on the OTCQB on ______, 2018), you will incur immediate dilution of $_________ in the net tangible book value per share. If outstanding options and warrants to purchase our common shares are exercised, investors will experience additional dilution.

We have 1not ~~holder~~paid, ofand ~~record~~do ofnot intend to pay, dividends on our common stock asand oftherefore, ~~the~~unless ~~date~~our ofcommon ~~this~~stock ~~prospectus~~appreciates in value, our investors may not benefit from holding our common stock.

~~Rule~~We ~~144~~have not paid any cash dividends on our common stock since inception. We do not anticipate paying any cash dividends our common stock in the foreseeable future. As a result, investors in our common stock will not be able to benefit from owning our common stock unless the market price of our common stock becomes greater than the price paid for the stock by investors.

InThe ~~general,~~public ~~under~~trading ~~Rule~~market ~~144,~~for asour common ~~currently~~stock inis ~~effect,~~volatile aand ~~person,~~may ~~other~~result ~~than~~in anhigher ~~affiliate,~~spreads ~~who~~in ~~has~~stock ~~beneficially~~prices, ~~owned~~which ~~securities~~may ~~for~~limit ~~at least six months, including~~ the ~~holding~~ability ~~period~~ of ~~prior~~our ~~owners~~investors ~~is entitled~~ to sell their ~~his or her~~ shares ~~without~~at ~~any~~a ~~volume limitations; an affiliate~~profit, ~~however,~~if ~~can~~at ~~sell such number of shares within any three-month period as does not exceed the greater of:~~all.

●Our 1%common stock trades in the over-the-counter market and is quoted on the OTCQB Market, with limited trading volume or activity. The over-the-counter market for securities has historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations may adversely affect the market price of our common stock and result in substantial losses to our investors. In addition, the spreads on stock traded through the over-the-counter market are generally unregulated and higher than on stock exchanges, which means that the difference between the price at which shares could be purchased by investors in the over-the-counter market compared to the price at which they could be subsequently sold would be greater than on these exchanges. Significant spreads between the bid and asked prices of the stock could continue during any period in which a sufficient volume of trading is unavailable or if the stock is quoted by an insignificant number of market makers. Historically, our trading volume has been insufficient to significantly reduce this spread and we have had a limited number of market makers sufficient to affect this spread. These higher spreads could adversely affect investors who purchase the shares at the higher price at which the shares are sold, but subsequently sell the shares at the lower bid prices quoted by the brokers. Unless the bid price for the stock exceeds the price paid for the shares by the investor, plus brokerage commissions or charges, the investor could lose money on the sale. For higher spreads such as those on over-the-counter stocks, this is likely a much greater percentage of the price of the stock than for exchange listed stocks. There is no assurance that at the time an investor in our common stock ~~then~~wishes ~~outstanding~~to sell the shares, orthe bid price will have sufficiently increased to create a profit on the sale.

● the average weekly trading volume of common stock on the OTC Bulletin Board during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about an issuer. In order to effect a Rule 144 sale of common stock, the transfer agent requires an opinion from legal counsel. Further, the six month holding period is applicable only to issuers who have been subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 for at least 90 days.

As of the date of this Prospectus, no shares of our common stock are available for sale under Rule 144.

Securities Authorized for Issuance under Equity Compensation Plans

We have not established any compensation plans under which equity securities are authorized for issuance.

~~USE~~We OFdo ~~PROCEEDS~~not know whether an active market for our common stock will be sustained or what the market price of our common stock will be and as a result it may be difficult for investors to sell their shares of our common stock.

~~Our~~Although ~~offering~~our common stock is ~~being~~eligible ~~made~~for quotation on athe ~~self-underwritten~~OTCQB ~~basis:~~Market, noan ~~minimum~~active ~~number~~trading ofmarket for our shares ~~must~~has not emerged and may not be ~~sold~~sustainable. inIt ~~order~~may be difficult for investors to sell their shares without depressing the ~~offering~~market toprice ~~proceed~~for the shares or at all. ~~The~~As a result of these and other factors, investors may not be able to sell their shares at or above the offering price ~~per~~or ~~share~~at ~~is $0~~all.~~04.~~ ~~The~~Further, ~~following~~an ~~table~~inactive ~~sets~~market ~~forth~~may also ~~the~~impair ~~uses~~our ofability ~~proceeds~~to ~~assuming~~raise ~~the~~capital ~~sale~~by selling shares of ~~25%,~~our ~~50%,~~common ~~75%~~stock and ~~100%,~~may ~~respectively,~~impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of ~~the~~common ~~securities~~stock ~~offered~~as consideration. If an active market for ~~sale~~our common bystock ~~the~~does ~~Company~~not develop or is not sustained, it may be difficult to sell your common stock.

	If 25% of Shares Sold		If 50% of Shares Sold		If 75% of Shares Sold		If 100% of Shares Sold
SHARES SOLD		500,000		1,000,000		1,500,000		2,000,000
GROSS PROCEEDS	$	20,000	$	40,000	$	60,000	$	80,000
TOTAL BEFORE EXPENSES		20,000		40,000		60,000		80,000
OFFERING EXPENSES
Legal and Accounting		4,500		4,500		4,500		4,500
Publishing/Edgarizing		680		680		680		680
Transfer Agent		1800		1800		1800		1800
SEC Filing fee		20		20		20		20
TOTAL OFFERING EXPENSES		7,000		7,000		7,000		7,000
NET AFTER OFFERING EXPENSES		13,000		33,000		53,000		73,000
EXPENDITURES(1)
Maintaining reporting status		7,900		7,900		7,900		7,900
Office set up		2,000		3,000		3,000		4,000
Web site development		2,090		3,500		4,000		5,000
Advertising/marketing		1,100		15,000		32,000		37,000
Hire Sales person		-		-		-		12,000
General administrative costs		-		3,600		6,100		7,100
		13,000		33,000		53,990		73,000
Net Remaining Balance		-0-		-0-		-0-		-0-

We are applying for listing of our common stock on The Nasdaq Capital Market. We can provide no assurance that our common stock will qualify to be listed, and if listed, that our common stock will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of The Nasdaq Capital Market, our securities could be delisted.

~~_________~~Our common stock is currently traded on the over-the-counter market. We expect that our common stock will be eligible to be listed on The Nasdaq Capital Market following this offering and as a result of the Listing Reverse Split. However, we can provide no assurance that our application will be approved, and that an active trading market for our common stock will develop and continue. If, after listing, we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future noncompliance with Nasdaq’s listing requirements.

~~(1)~~The ~~Expenditures~~effect ~~for~~of ~~the~~our 12reverse ~~months~~split ~~following~~ on the ~~completion~~market price of ~~this~~our ~~Offering.~~common ~~The~~stock ~~expenditures~~cannot ~~are~~be ~~categorized~~accurately ~~by significant area of activity~~predicted.

The ~~figures~~effect ~~above~~of ~~represent~~the ~~only~~Listing ~~estimated~~Reverse Split ~~costs~~on the market price for our common stock cannot be accurately predicted. In particular, we cannot assure you that prices for shares of our common stock as a result of the Listing Reverse Split will remain twenty (20) times the price for shares of our common stock immediately prior to the Listing Reverse Split. The market price of our common stock may also be affected by other factors which may be unrelated to the Listing Reverse Split or the number of shares outstanding.

Furthermore, even if the market price of our common stock does rise as a result of the Listing Reverse Split, we cannot assure you that such increased market price of our common stock will be maintained for any period of time. Even if an increased per-share price can be maintained, the Listing Reverse Split may not achieve the desired results. Moreover, because some investors may view the Listing Reverse Split negatively, we cannot assure you that the Listing Reverse Split will not adversely impact the market price of our common stock. Accordingly, our total market capitalization as a result of the Listing Reverse Split may be lower than the market capitalization before the Listing Reverse Split.

Our Board can, without stockholder approval, cause preferred stock to be issued on terms that adversely affect common stockholders or which could be used to resist a potential take-over of us.

Under our Articles of Incorporation, our Board is authorized to issue up to 20,000,000 shares of preferred stock, none of which were issued and outstanding as of the date of this prospectus. (We had previously designated 150,000 shares of Series A Preferred Stock, but all had been converted into shares of our common stock as of the date of this prospectus.) Also, our Board, without stockholder approval, may determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares. If the Board causes shares of preferred stock to be issued, the rights of the holders of our common stock could be adversely affected. The Board’s ability to determine the terms of preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. Preferred shares issued by the Board could include voting rights, or even super voting rights, which could shift the ability to control us to the holders of the preferred stock. Preferred shares could also have conversion rights into shares of common stock at a discount to the market price of the common stock which could negatively affect the market for our common stock. In addition, preferred shares would have preference in the event of liquidation of the corporation, which means that the holders of preferred shares would be entitled to receive the net assets of the corporation distributed in liquidation before the common stock holders receive any distribution of the liquidated assets. We have no current plans to issue any shares of preferred stock.

~~Please~~The ~~see~~market aprice ~~detailed description~~ of ~~the~~our ~~use~~common ofstock may ~~proceeds~~fluctuate insignificantly, ~~the~~which ~~“Plan~~could ofresult ~~Operation”~~in ~~section~~substantial oflosses ~~this~~by ~~Prospectus~~our investors.

~~Our~~The ~~offering~~market ~~expenses~~price of ~~approximately~~our ~~$7,000~~common ~~are~~stock ~~comprised~~may fluctuate ~~primarily~~significantly ofin ~~legal~~response ~~and~~to ~~accounting~~numerous ~~expenses~~factors, ~~publishing/Edgarization~~some ~~fees,~~of ~~SEC~~which ~~filing~~are ~~fees~~beyond ~~and~~our ~~transfer~~control, ~~agent~~such ~~fees. Our officers and directors will not receive any compensation for their efforts in selling our shares.~~as:

If• weAnnouncements ~~are~~of ~~able~~technological ~~to sell only 1~~innovations,~~500,000,~~ ~~shares~~new ~~(75%~~products ofor ~~this~~product ~~offering)~~enhancements weby ~~can~~us ~~maintain~~or ~~our~~others; ~~reporting~~• ~~requirements~~Announcements ~~with~~by ~~the~~us ~~SEC and complete the development~~ of ~~our~~significant ~~business~~strategic topartnerships, ~~distribute~~out-licensing, ~~High~~in-licensing, ~~End~~joint ~~Cutlery Sets~~ventures, ~~with~~acquisitions ~~the~~or ~~exception~~capital ~~that~~commitments; we• ~~will~~Expiration ~~have~~or ~~insufficient~~terminations ~~funds~~of tolicenses, ~~hire~~research acontracts ~~sales~~or ~~person.~~other Ifcollaboration weagreements; ~~are~~• ~~not~~Success ~~able to sell a minimum~~ of ~~500,000~~research ~~shares~~and ~~(25%~~development ofprojects; ~~this~~• ~~offering),~~Developments weconcerning ~~will~~intellectual ~~not~~property ~~implement~~rights ~~our~~or ~~business~~regulatory ~~plan~~approvals; at• ~~all,~~Variations ~~except~~in ~~maintaining~~our and our ~~reporting~~competitors’ ~~with~~results ~~the~~of ~~SEC~~operations; ~~and~~• ~~remain~~Changes in ~~good~~earnings ~~standing~~estimates ~~with~~or ~~the~~recommendations ~~state~~by ofsecurities ~~Nevada.~~analysts, Ifif weour docommon ~~not~~stock ~~sell~~is atcovered ~~least~~by ~~500,000~~analysts; ~~shares~~• ~~(25%~~Changes ofin ~~this~~government ~~offering)~~regulations weor ~~will~~patent ~~not~~decisions; be• ~~able~~Developments toby ~~maintain~~ our ~~reporting~~licensors; ~~status~~• ~~with~~Developments in the ~~SEC,~~technology ~~remain~~industry; in• ~~good~~The ~~standing~~results ~~with~~of ~~the~~product ~~state~~liability ofor ~~Nevada~~intellectual ~~and~~property ~~complete~~lawsuits; ~~most~~• ofFuture ~~our~~issuances ~~website~~of ~~development.~~common Ifstock weor ~~are~~other ~~unable~~securities; to• ~~complete~~The ~~the~~addition ~~Maximum~~or ~~Offering~~departure of ~~2,000,000~~key ~~shares,~~personnel; we• ~~will~~Announcements ~~attempt~~by tous ~~raised~~or ~~the funds needed to complete~~ our ~~Plan~~competitors of ~~Operation through equity financing~~acquisitions, ~~debt~~investments ~~financing,~~ or ~~other~~strategic ~~sources,~~alliances; ~~which~~• ~~may~~General ~~result~~market inconditions, ~~the~~including ~~dilution in~~ the ~~equity~~volatility ~~ownership~~ of ~~our~~market prices for shares. Weof ~~will~~technology ~~also~~companies ~~need~~generally, ~~more~~and ~~funds~~other iffactors, ~~the~~including ~~costs~~factors ofunrelated ~~developing~~to our ~~website~~operating ~~www.songbirddevelopment.com~~performance; ~~are~~and ~~greater~~• ~~than~~The weother ~~have~~factors ~~budgeted.~~described ~~Our website is currently~~ in ~~the~~this ~~process~~“Risk ofFactors” ~~development~~section. ~~We will also require additional financing to sustain our business operations if we are not successful in earning revenues.~~

WeThese ~~currently~~factors doand ~~not have~~ any ~~arrangements~~corresponding ~~regarding~~price fluctuations ~~this~~may ~~Offering~~materially ~~or following this Offering for further financing~~ and weadversely ~~may~~affect ~~not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing,~~ the ~~successful~~market ~~development~~price of our ~~High~~common ~~End~~stock ~~Cutlery Sets products business, a successful marketing~~ and ~~promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could~~ result in asubstantial ~~significant~~losses ~~dilution~~by ~~in the equity interests of~~ our ~~current stockholders~~investors. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

IfFurther, wethe ~~are~~stock ~~successful~~market in ~~selling all 2~~general,~~000,000~~ ~~shares~~and the ofmarket ~~common~~for ~~stock~~technology ~~under~~companies ~~this~~in ~~Offering~~particular, ~~the~~has ~~net~~experienced ~~proceeds~~extreme ~~will~~price beand ~~used~~volume ~~for~~fluctuations ~~our~~in ~~business~~the ~~plan~~past. ~~and~~Continued market ~~general~~fluctuations ~~working~~could ~~capital,~~result ~~during~~in ~~the~~extreme ~~twelve~~volatility ~~months~~in ~~following~~ the ~~successful~~price ~~completion~~ of ~~this~~our ~~Offering.~~common Instock, ~~all~~which ~~instances,~~could ~~after~~cause ~~the~~a ~~effectiveness~~decline ofin the ~~registration statement~~ value of ~~which~~our ~~this~~common ~~prospectus~~stock. isPrice avolatility ~~part,~~of weour ~~will~~common ~~require~~stock ~~some~~might ~~amount~~be ofworse ~~working~~if ~~capital~~the totrading ~~maintain~~volume of our ~~basic~~common ~~operations~~stock ~~and~~is ~~comply~~low. ~~with~~In ~~our~~the past, ~~public~~following ~~reporting~~periods ~~obligations.~~of Inmarket ~~addition~~volatility, tostockholders ~~changing~~have ~~our~~often ~~allocation~~instituted ofsecurities ~~cash~~class ~~because~~action oflitigation. ~~the~~If ~~amount~~we ofwere involved ~~proceeds~~in ~~received~~securities litigation, weit ~~may~~could ~~change~~have ~~the~~a ~~use~~substantial ofcost ~~proceeds~~and ~~because~~divert resources and attention of ~~changes~~management infrom our business, even ~~plan~~if we are successful. ~~Investors~~Future ~~should~~sales ~~understand~~of ~~that~~our wecommon ~~have~~stocks ~~wide~~could ~~discretion~~also ~~over~~reduce the ~~use~~market price of ~~proceeds~~such stock.

~~DETERMINATION~~Moreover, OFthe ~~OFFERING~~liquidity ~~PRICE~~of our common stock is limited, not only in terms of the number of shares that can be bought and sold at a given price, but by delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us, if any. These factors may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and ask prices for our common stock. In addition, without a large float, our common stock is less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate its investment in our common stock. Trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public float were larger. We cannot predict the prices at which our common stock will trade in the future.

~~The~~Some ~~offering~~or ~~price~~all of the “restricted” shares ~~has~~of ~~been~~our ~~determined~~common ~~arbitrarily~~stock byissued ~~us.~~in ~~The~~connection ~~price~~with ~~does~~the ~~not~~September ~~bear~~2016 ~~any~~share ~~relationship~~exchange totransaction with our ~~assets~~subsidiary, ~~book~~Dthera Sciences ~~value,~~Operations ~~earnings,~~ or ~~other~~held ~~established~~by ~~criteria~~other ~~for~~of ~~valuing~~our astockholders ~~privately~~may ~~held~~be ~~company.~~offered Infrom ~~determining~~time ~~the number of shares~~ to betime ~~offered~~in ~~and~~ the ~~offering~~open ~~price,~~market wepursuant ~~took~~to ~~into~~an ~~consideration~~effective registration ~~our~~statement ~~cash~~or onRule ~~hand~~144 ~~and~~promulgated ~~the~~under ~~amount~~Regulation D of ~~money~~the weSecurities ~~would~~Act ~~need~~of to1933, ~~implement~~as ~~our~~amended ~~business~~(the ~~plan. Accordingly~~“Securities Act”), ~~the~~and ~~offering~~these ~~price~~sales ~~should~~may ~~not~~have bea ~~considered~~depressive aneffect ~~indication~~on of the ~~actual~~market ~~value~~for ofour ~~the~~common ~~securities~~stock.

Raising additional capital by issuing securities may cause dilution to existing stockholders and/or have other adverse effects on our operations.

We will need to raise substantial future capital to continue to complete development and commercialize our products incorporating licensed technologies and technology candidates and to conduct the research and development and regulatory activities necessary to bring our technology candidates to market.

~~DILUTION~~We may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Any additional indebtedness we incur would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline and existing stockholders may not agree with our financing plans or the terms of such financings. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, or our products, or grant licenses on terms unfavorable to us. Adequate additional financing may not be available to us on acceptable terms, or at all.

~~Dilution~~Because ~~represents~~our ~~the~~common ~~difference~~stock ~~between~~may ~~the~~be ~~Offering~~a “penny ~~price~~stock,” ~~and~~it ~~the~~may ~~net~~be ~~tangible~~more ~~book~~difficult ~~value~~for ~~per~~investors ~~share~~to ~~immediately~~sell ~~after~~shares ~~completion~~ of ~~this~~our ~~Offering.~~common ~~Net~~stock, ~~tangible book value is the amount that results from subtracting total liabilities~~ and ~~intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of~~ the ~~Offering~~market price of ~~the~~our common ~~shares~~stock ~~being~~may ~~offered.~~be ~~Dilution~~adversely ~~of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder~~affected.

As noted above, our common stock is currently traded on the OTCQB. We expect that our common stock will be eligible to be listed on The ~~net~~Nasdaq ~~tangible~~Capital ~~book~~Market ~~value~~following asthis offering. ~~of July~~However, 31we can provide no assurance that our application will be approved. If our application is not approved, ~~2013~~our ~~was~~common stock ~~$(6~~may continue to be a “penny stock” if,~~561)~~ oramong ~~approximately~~other things, the stock price is below $(05.~~0016)~~00 per share., ~~The~~it is not listed on a national securities exchange or it has not met certain net tangible ~~book~~asset ~~value~~or ~~per~~average ~~share~~revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of ~~common~~these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. isA ~~equal~~broker tomust ~~our~~also ~~total~~give ~~tangible~~a ~~assets~~purchaser, ~~less~~orally ~~total~~or ~~liabilities~~in writing, ~~divided~~bid byand offer quotations and information regarding broker and salesperson compensation, make a written determination that the ~~number~~penny ofstock ~~shares~~is ofa ~~common~~suitable investment for the purchaser, and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock ~~outstanding~~in astheir accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of ~~July~~the 31penny stock rules, ~~2013~~the investor may be able to cancel its purchase and get its money back.

~~The~~If ~~following~~applicable, ~~table~~the ~~sets~~penny ~~forth~~stock asrules ~~of July~~may make ~~31,~~it ~~2013,~~difficult ~~the~~for ~~number~~investors ofto sell their shares of our common stock. ~~purchased~~Because ~~from~~of ~~us and~~ the ~~total~~rules ~~consideration~~and ~~paid~~restrictions byapplicable ~~our~~to ~~existing~~a penny ~~stockholders~~stock, ~~and~~there byis ~~new~~less ~~investors~~trading in ~~this~~penny ~~offering~~stocks ifand ~~new~~the ~~investors~~market ~~purchase~~price ~~10%,~~of ~~25%,~~our ~~50%,~~common ~~75%~~stock ormay ~~100%~~be ofadversely ~~the~~affected. ~~offering~~Also, ~~after~~many brokers ~~deduction~~choose ofnot ~~offering~~to ~~expenses~~participate ~~payable~~in bypenny ~~us,~~stock ~~assuming~~transactions. aAccordingly, ~~purchase~~investors ~~price~~may innot ~~this~~always ~~offering~~be ofable ~~$0.04~~to ~~per~~resell ~~share~~their shares of our common stock publicly at times and prices that they feel are appropriate.

Percent of Shares Sold from Maximum Offering Available		25%			50%			75%			100%
Offering price per share		0.04			0.04			0.04			0.04
Post offering net tangible book value		13,439			33,439			53,439			73,439
Post offering net tangible book value per share		0.0030			0.067			0.0097			0.0122
Pre-offering net tangible book value per share		(.0016)			(.0016)			(.0016)			(0.0016)
Increase (Decrease) in net tangible book value per share after offering		0.005			0.008			0.011			0.014
Dilution per share		0.037			0.033			0.030			0.028
% dilution		92.53	%		83.28	%		75.71	%		69.40	%
Capital contribution by purchasers of shares		20,000			40,000			60,000			80,000
Capital Contribution by existing stockholders		4,000			4,000			4,000			4,000
Percentage capital contributions by purchasers of shares		86	%		93	%		95	%		96	%
Percentage capital contributions by existing stockholders		14	%		07	%		05	%		04	%
Gross offering proceeds	$	20,000		$	40,000		$	60,000		$	80,000
Anticipated net offering proceeds	$	13,000		$	33,000		$	53,000		$	73,000
Number of shares after offering held by public investors		500,000			1,000,000			1,500,000			2,000,000
Total shares issued and outstanding		4,500,000			5,000,000			5,500,000			6,000,000
Purchasers of shares percentage of ownership after offering		11	%		20	%		27	%		33	%
Existing stockholders percentage of ownership after offering		89	%		80	%		73	%		66	%

We effected the Listing Reverse Split to increase the trading price of our stock to above $5.00 per share in order to allow us to meet the minimum listing requirements of The Nasdaq Capital Market; however, we cannot assure you that such increased market price of our common stock will be maintained for any period of time.

Our management will have broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree or which do not produce beneficial results.

We currently intend to use the net proceeds from this offering for working capital and general corporate purposes (see “Use of Proceeds”). We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, and results of operation.

~~MANAGEMENT’S~~SPECIAL NOTE ~~DISCUSSION~~REGARDING ~~AND~~FORWARD-LOOKING ~~ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION~~STATEMENTS

This ~~section of the~~ prospectus ~~includes~~contains ~~a number of~~ forward-looking statements. ~~that~~Forward-looking ~~reflect~~statements ~~our~~are ~~current~~projections ~~views~~in ~~with~~ respect toof future events ~~and~~or our future financial performance. ~~Forward~~In some cases, you can identify forward-looking statements ~~are~~by ~~often~~terms ~~identified~~such byas ~~words~~“anticipate,” ~~like~~ “believe,” ~~expect~~“could,” “continue,” “estimate,” ~~anticipate~~“expect,” “intend,” ~~project and similar expressions~~“may,” ~~or words which~~“plan,” “predict,” ~~by their nature~~“potential,” ~~refer to future events. You~~ “should ~~not place undue certainty on these forward-looking statements~~,” ~~which~~“will” ~~apply~~and ~~only~~“would” asor of the ~~date~~ negatives of ~~this~~these ~~prospectus.~~terms ~~These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results~~ or ~~our~~other ~~predictions~~comparable terminology.

WeYou ~~qualify~~should asnot anplace ~~“emerging~~undue ~~growth~~reliance ~~company”~~on forward ~~under~~looking ~~the JOBS Act~~statements. AsWe acannot ~~result,~~assure weyou ~~are~~that ~~permitted~~the ~~to,~~events and ~~intend~~circumstances ~~to,~~reflected ~~rely~~in onthe ~~exemptions~~forward-looking ~~from~~statements will ~~certain~~be ~~disclosure~~achieved ~~requirements~~or occur. ~~For~~The socautionary ~~long~~statements asset weforth ~~are~~in anthis ~~emerging~~prospectus, ~~growth~~including ~~company~~in “Risk Factors” and elsewhere, weidentify ~~will~~important ~~not~~factors bewhich ~~required~~you toshould consider in evaluating our forward-looking statements. These factors include, among other things:

•- ~~have~~Our anlimited ~~auditor~~operating ~~report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act~~history;

•- ~~comply~~Our ~~with~~history ~~any~~of ~~requirement~~operating ~~that~~losses ~~may~~in beeach ~~adopted~~year bysince ~~the~~inception ~~Public~~and ~~Company~~expectation ~~Accounting~~that ~~Oversight~~we ~~Board~~will ~~regarding~~continue ~~mandatory audit firm rotation or a supplement~~ to ~~the~~incur ~~auditor’s~~operating ~~report~~losses ~~providing~~for ~~additional information about~~ the ~~audit~~foreseeable ~~and the financial statements (i.e., an auditor discussion and analysis)~~future;

•- ~~submit~~Our ~~certain~~current ~~executive~~and ~~compensation~~future ~~matters~~capital requirements to ~~shareholder~~support ~~advisory~~our ~~votes,~~continued ~~such~~development asand ~~“say-on-pay”~~commercialization ~~and~~efforts ~~“say-on-frequency;”~~for the ReminX Product and our ability to satisfy our capital needs;

•- ~~disclose~~Our ~~certain~~dependence ~~executive~~on ~~compensation~~third ~~related~~parties ~~items~~to ~~such~~manufacture asour ~~the~~Tablets ~~correlation between executive compensation~~ and ~~performance~~related ~~and~~device ~~comparisons of the CEO’s compensation to median employee compensation.~~components;

In- ~~addition,~~Our ~~Section~~ability ~~107~~to ofmanage the ~~JOBS Act also provides that an emerging~~ growth ~~company can take advantage~~ of ~~the~~our ~~extended~~operations ~~transition~~over period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.time;

We- ~~will~~Our ~~remain~~ability ~~an “emerging growth company” for up~~ to ~~five years~~maintain, orgrow ~~until~~and ~~the~~enforce ~~earliest of (i) the last day of the first fiscal year in which~~ our ~~total~~brand annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and ~~analysis~~trademark ~~under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.~~rights;

Our ability to improve our products and develop new products;

Our ability to obtain, grow and enforce intellectual property related to our business and avoid infringement or other violation of the intellectual property rights of others;

Our ability to retain key executives and consulting arrangements;

Our ability to successfully complete clinical trials and obtain regulatory approvals from the FDA and/or any other regulatory authority for DTHR-ALZ and other future products with specific medical claims;

-Our ability to obtain coverage and adequate reimbursement from third-party payors, including the Centers for Medicare & Medicaid Services (CMS) and private payors, for the DHTR-ALZ product and other future products;

Our ability to conform with interpretations of current laws and the passages of future laws;

Our ability to generate sales and find and develop new markets; and

Our ability to compete and succeed in a highly competitive and evolving industry.

These risks are not exhaustive. Other sections of this prospectus include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

Although the forward-looking statements in this prospectus are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We expressly disclaim any obligation or intention, other than as may be required by law, to re-issue this prospectus or otherwise make public statements updating our forward-looking statements.

~~Overview~~USE OF PROCEEDS

We ~~were~~anticipate ~~incorporated~~that inwe ~~the~~will ~~State~~use ofthe ~~Nevada~~net proceeds onfrom ~~December~~this ~~27,~~offering ~~2012.~~for Weexpanded ~~have~~commercial ~~never declared bankruptcy~~rollout, ~~have~~further ~~never~~product ~~been~~development, inincreased ~~receivership~~staffing, ~~and~~working ~~have~~capital ~~never~~and for ~~been~~other ~~involved~~general incorporate ~~any~~purposes, ~~legal action or proceedings. Since incorporation~~including, webut ~~have~~ not ~~made~~limited ~~any~~to, ~~significant~~generating ~~purchase~~sales ~~or sale~~ of ~~assets. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of~~ the ~~Securities~~ReminX ~~Act of 1933~~Product, ~~since~~further ~~we have a specific business plan or purpose. We have not had preliminary contact or discussions with~~developing DTHR-ALZ, ~~nor~~expanding doour wesales ~~have~~and ~~any~~marketing ~~present plans~~team, ~~proposals,~~repayment ~~arrangements or understandings with any representatives~~ of ~~the~~debt ~~owners~~and ofgeneral ~~any~~working ~~business or company regarding the possibility of an acquisition or merger~~capital. ~~Our business office is located at 108 Dnipropetrovska doroha, Apt 110, Odesa, Ukraine 65000~~

WeEach ~~are~~$1.00 aincrease ~~development~~(decrease) ~~stage~~in ~~company~~the ~~that~~assumed public ~~has~~offering ~~not~~price ~~generated~~of ~~any~~$____ ~~revenue~~per ~~and~~share ~~has~~(the ~~had~~last ~~limited~~reported ~~operations~~sale toprice ~~date.~~of ~~From~~our ~~December~~common ~~27,~~stock ~~2012(inception)~~on tothe ~~July~~OTCQB ~~31,~~on ~~2013~~______, we2018) ~~have~~would increase ~~incurred~~(decrease) ~~accumulated~~the net ~~losses~~proceeds ofto ~~$3,561.~~us Asfrom ofthis ~~July 31~~offering, ~~2013,~~after wededucting ~~had~~the ~~total~~underwriting ~~assets~~discounts ofand ~~$489,~~commissions and ~~total~~estimated offering ~~liabilities~~expenses ofpayable ~~$50~~by us, ~~respectively.~~by ~~Based~~approximately on$_____ ~~our~~million, ~~financial~~assuming ~~history~~that ~~since~~the ~~inception,~~number ~~our~~of ~~independent~~shares ~~auditor~~offered ~~has~~by ~~expressed~~us, ~~substantial~~as ~~doubt~~set asforth on tothe ~~our~~cover ~~ability~~page toof ~~continue~~this asprospectus, aremains ~~going~~the ~~concern~~same.

~~Our~~We ~~business~~may isalso ~~the~~increase ~~distribution~~or ifdecrease ~~High~~the ~~End~~number of ~~Cutlery~~shares ~~Sets~~we ~~produced~~are ~~in China to North America~~offering. WeAn ~~have~~increase ~~not~~(decrease) ~~generated~~of ~~any~~____ ~~revenues~~in ~~and~~the ~~our~~number ~~principal business activities to date consist~~ of ~~creating~~shares awe ~~business~~are ~~plan~~offering ~~and~~would ~~entering~~increase ~~into Supply Agreements, dated June 30, 2013 , with ADA KITCHENWARE Imp & Exp Co., Ltd.~~ (~~“ADA KITCHENWARE”~~decrease), ~~and~~the net ~~another~~proceeds ~~dated~~to ~~June~~us ~~30,~~from ~~2013~~this ~~with KITCHENSMITH Co. Ltd. (“KITCHENSMITH”)~~offering, ~~which~~after ~~are~~deducting ~~established~~the ~~distributors~~underwriting ofdiscounts ~~High~~and ~~End~~commissions ~~Cutlery Sets products in China. The terms~~ and ~~conditions~~estimated ofoffering ~~the~~expenses payable ~~Supply~~by ~~Agreements provide that~~us, ~~among~~by ~~other~~approximately ~~things~~$_____ million, weassuming ~~have~~ the ~~right~~public tooffering ~~purchase~~price ~~High~~stays ~~End Cutlery Sets products at item prices per~~ the ~~Supply Agreements~~same.

~~Our~~We ~~customers~~do ~~will~~not beexpect ~~asked~~that toa ~~100%~~change ~~prepay~~in ~~for~~ the ~~products.~~offering price ~~Customers~~or ~~will~~the ~~have~~number ~~three~~of ~~options~~shares ~~to pay for our products:~~ by ~~credit~~these ~~card,~~amounts bywould ~~wire~~have ~~transfer or by sending~~ a ~~check/money~~material ~~order.~~effect Ifon ~~customer~~our ~~decides~~intended touses ~~pay by check/money order, then we will apply a certain amount~~ of ~~days before shipping to have~~ the ~~check/money~~net ~~order~~proceeds ~~cleared.~~from ~~Customers~~this offering, ~~will~~although beit ~~responsible~~may toimpact ~~cover~~ the ~~shipping~~amount ~~costs.~~of ~~Shipping~~time ~~costs~~prior ~~will be added automatically~~ to awhich ~~customer’s final bill. As soon as~~ we ~~receive~~may ~~prepayment~~need ~~for~~to ~~the~~seek ~~products~~additional ~~from our customers we will purchase these products from our supplier by wire transfer or credit card payment including shipping costs~~capital. ~~The purchased products will be shipped directly to the customers.~~

~~Set~~We uphave ~~Office~~not yet determined the amount of net proceeds to be used specifically for any particular purpose or the timing of these expenditures. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering. Pending our use of the net proceeds from this offering, we intend to invest a portion of the net proceeds in a variety of capital preservation investments, including short-term, interest-bearing instruments and United States government securities.

~~Time~~Our ~~Frame:~~expected ~~1st-~~use ~~3rd months~~of net proceeds from this offering represents our current intentions based upon our present plans and business condition, which could change in the future as our plans and business conditions evolve. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the proceeds from this offering. Accordingly, we will retain broad discretion over the use of such proceeds.

Upon completion of our offering we plan to set up office in the US and acquire the necessary equipment to begin operations. The more money we raise, the more money we can spend for office set up. We plan to spend $2,000 (if 25% of shares sold), $3,000 (if 50% or 75% of shares sold) and $4,000 (if 100% of shares sold), to set up office and obtain the necessary equipment to begin operations. Igor Kaspruk, our sole officer and director will handle our administrative duties.

Develop Our Website.

Time Frame: 3rd-5th months.

When our office is set up, we intend to continue the development of our website. We registered web domain www.songbirddevelopment.com. We are currently using an independent web design company to help us design and develop our website. The more money we raise, the more money we can spend for our website development. We plan to spend $2,090 (if 25% of shares sold), $3,500 (if 50% of shares sold), $4,000 (if 75% of shares sold) and $5,000 (if 100% of shares sold) for our website to be operational. It will take up to 90 days to develop our website. There will be information about us, the variety of High End Cutlery Sets we will offer, information on how to order our product and other information. Updating and improving our website, www.songbirddevelopment.com, will continue throughout the lifetime of our operations.

~~Commence Advertising/ Marketing~~DIVIDEND ~~Campaign.~~POLICY

~~Time~~As ~~Frame:~~of ~~6th-12th months~~the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions. Our ability to pay cash dividends is subject to limitations imposed by state law. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

Once our website is operational, we will begin to market our product. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. We also expect to get new clients from “word of mouth” advertising where our new clients will refer their friend and colleagues to us. We plan to attend trade shows in our industry to showcase our product with a view to find new customers. We also will use internet promotion tools on Facebook and Twitter to advertise our products and company. The more money we raise, the more money we can spend for the marketing campaign. We plan to spend $2,000 (if 25% of shares sold), $15,000 (if 50% of shares sold), $32,000 (if 75% of shares sold) and $37,000 (if 100% of shares sold) on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.

Negotiate service agreements with potential wholesale customers.

Time Frame: 6th-12th months.

In the same time we start our marketing campaign, we plan to contact and start negotiation with potential wholesale customers. Initially, our sole officer and director, Mr. Kaspruk, will look for potential wholesale customers. We will negotiate terms and conditions of collaboration. Even though the negotiation with potential wholesale customers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations.

Even if we are able to obtain sufficient number of service agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Hire a Salesperson.

Time Frame: 8th-12th months.

If we sell 100% shares in this offering, we intend to spend $12,000 to hire one salesperson to introduce our products. The salesperson’s job would be to find new potential purchasers, and to set up agreements with wholesale customers to buy our High End Cutlery Sets products.

Based on our current operating plan, we believe that we will start to generate revenue from selling our High End Cutlery Sets products by the end of 2013. We do not have sufficient cash and cash equivalents to execute our operations, and we will need the funds from this offering to commence our planed business activities. We may also need to obtain additional financing to operate our business for the twelve months following completion of our public offering. Additional financing, whether through public or private equity or debt financing, arrangements with the security holder or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital.

General administrative costs

The more money we raise, the more money we can spend for the general administrative costs. We plan to spend no money (if 25% of shares sold), $4,590 (if 50% of shares sold), $7,090 (if 75% of shares sold) and $8,090 (if 100% of shares sold) on general administrative costs during the first year.

Igor Kaspruk, our president will be devoting 20 hours per week to our operations.

In summary, we expect to be in full operation and selling our product within 12 months of completing our offering if we sold 100% of shares offered. Until we start to sell our product, we do not believe that our operations will be profitable. If we are unable to attract customers we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations we likely will dissolve and file for bankruptcy and shareholders would lose their entire investment in our company.

~~Revenues~~MARKET ~~and~~FOR ~~Results~~REGISTRANT’S ofCOMMON ~~Operations~~EQUITY AND RELATED STOCKHOLDER MATTERS

WeMarket have not generated any revenues since our inception on December 27, 2012. During the period from inception to July 31, 2013, our operating expenses were comprised of general and administrative expenses and professional fees of $3,561.Information

Our ~~total~~Common ~~assets~~Stock ~~at July 31, 2013 were $489, which~~ is ~~our~~quoted ~~cash~~on in the ~~bank.~~OTCQB Market Weunder ~~currently~~the ~~anticipate~~symbol ~~that~~“DTHR.” ~~our~~Our ~~legal~~common ~~and~~stock ~~accounting~~was ~~fees~~approved ~~will~~for ~~increase~~quotation ~~over~~on ~~the~~June ~~next~~18, 122014. ~~months~~As asof athe ~~result~~date of ~~becoming~~this prospectus, atrading ~~reporting~~in ~~company~~our ~~with~~common ~~the~~stock ~~SEC,~~has ~~and~~been ~~will be approximately $18,000~~limited.

~~Our~~The ~~director~~following ~~has~~table ~~purchased~~shows ~~$4,000~~the inrange of high and low sales price information for our common stock ~~since~~as ~~inception~~quoted on the OTC Markets for the calendar years 2016 and 2017 and for the first two quarters of 2018, giving retroactive effect to the Listing Reverse Split. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. The prices in the following table do not reflect the implementation of the Listing Reverse Split.

Expenditures and Plan of Operation for the Remainder of Fiscal 2013

Calendar Year	2018				2017				2016
	High		Low		High		Low		High		Low

First Quarter	$	1.00	$	0.52	$	6.60	$	5.52	$	7.82	$	7.82
Second Quarter	$	0.70	$	0.42	$	30.00	$	4.56	$	7.82	$	7.82
Third Quarter	$	0.84	$	0.30	$	30.00	$	1.00	$	7.82	$	4.60
Fourth Quarter					$	2.00	$	0.70	$	6.75	$	3.75

WeThe ~~expect~~following totable ~~incur~~shows the ~~following~~prices ~~expenses~~adjusted to inreflect the ~~next~~Listing 12Reverse ~~months in connection with our business operations:~~Split.

Office set up:	$	2,000-$4,000
Calendar Year	2018				2017				2016
Advertising/Marketing:	$	2,000-$37,000
	High		Low		High		Low		High		Low
Website development	$	2,090-$5,000
First Quarter	$	20.00	$	10.40	$	132.00	$	110.40	$	156.40	$	156.40
General administrative costs:	$	0-$8,090
Second Quarter	$	14.00	$	8.40	$	600.00	$	91.20	$	156.40	$	156.40
Hire a salesperson:	$	0-12,000
Third Quarter	$	16.80	$	6.00	$	600.00	$	20.00	$	156.40	$	92.00
Maintaining reporting status	$	7,900
Fourth Quarter					$	40.00	$	14.00	$	135.00	$	75.00
Total:	$	13,990-$73,990

~~Off-Balance~~The ~~Sheet~~high ~~Arrangements~~and low sales prices for our common stock on September 24, 2018, were $0.51 and $0.36, respectively.

WeAs ~~have~~discussed noin more ~~off-balance~~detail ~~sheet~~in ~~arrangements~~this ~~that~~prospectus, ~~have~~our orcurrent ~~are~~management ~~reasonably~~and ~~likely~~business dates to ~~have~~September a2016. ~~current~~Our oroperations ~~future~~prior ~~effect~~to onthat ~~our~~time were ~~financial condition~~discontinued, ~~changes~~and inthere ~~financial~~likely ~~condition~~is little, ~~revenues~~if ~~or expenses~~any, ~~results~~correlation ofbetween ~~operations,~~historical ~~liquidity,~~stock ~~capital~~prices ~~expenditures~~prior orto ~~capital~~September ~~resources~~2016 and our operations since that time.

Additionally, trading in our stock is limited, and as such, relatively small sales may have a disproportionately large impact on the trading price. The prices shown in the table above reflect the price fluctuations resulting from relatively low volume of trades.

Holders

As of September 21, 2018 there were approximately 161 stockholders of record. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.

~~Limited Operating History; Need for Additional Capital~~DILUTION

~~There~~If isyou noinvest ~~historical~~in ~~financial information about us on which to base an evaluation of~~ our ~~performance.~~common Westock ~~are~~in athis offering, ~~development~~your ~~stage~~ownership ~~company~~interest ~~and have not generated revenues from operations. We cannot guarantee we~~ will be ~~successful~~immediately indiluted ~~our~~to ~~business~~the ~~operations.~~extent ~~Our~~of ~~business~~the isdifference ~~subject~~between tothe ~~risks~~public ~~inherent~~offering inprice per ~~the~~share ~~establishment~~ of aour ~~new~~common ~~business~~stock ~~enterprise,~~and ~~including~~the ~~limited~~pro ~~capital~~forma ~~resources,~~as ~~possible~~adjusted ~~delays~~net intangible ~~our~~book ~~development~~value ~~program,~~per ~~and~~share ~~possible~~of ~~cost~~our ~~overruns~~common ~~due~~stock toimmediately ~~increases~~after this ~~in the cost of services~~offering.

WeOur ~~have~~net notangible ~~assurance~~book ~~that~~value ~~future~~is ~~financing~~the amount ~~will~~of ~~materialize~~our total tangible assets less our total liabilities. IfNet ~~that~~tangible ~~financing~~book value per share is ~~not~~our ~~available~~net tangible book value divided by the number of shares of common stock outstanding as of June 30, 2018, after giving effect to ~~use~~the ~~for~~Listing ~~our~~Reverse ~~development~~Split. Our ~~program~~net tangible book value as of June 30, we2018 ~~may~~was be$0.8 ~~unable~~million, or $0.32 per share of common stock. Pro forma net tangible book value (deficit) gives effect to ~~continue~~the Bridge Financing offering of 1,750,000 pre-split/87,500 post-split shares of common stock and warrants to purchase 3,500,000 pre-split/175,000 post-split shares of our common stock. Our pro forma net tangible book value as of June 30, 2018, giving effect to the Bridge Financing would have been approximately $2,593,138 million, or $ 0.04 pre-split/$0.77 post-split per share of our pro forma outstanding common stock.

~~Liquidity~~Pro forma as adjusted net tangible book value is our pro forma net tangible book value, plus the effect of the sale of shares of our common stock in this offering at the assumed public offering price of $______ per share (based upon the last reported sale price of our common stock on the OTCQB on ______, 2018) and ~~Capital~~after ~~Resources~~deducting the underwriting discounts and commissions and other estimated offering expenses payable by us. Our pro forma as adjusted net tangible book value as of June 30, 2018 would have been approximately $______ million, or $______ per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of approximately $______ per share to our existing stockholders, and an immediate dilution of $______ per share to new investors participating in this offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the public offering price per share paid by new investors.

WeThe ~~are~~following atable ~~development~~illustrates ~~stage company with no operating history. We have not generated any revenues. Accordingly, there is no operating history by which to evaluate~~ the ~~likelihood~~per share of our success or our ability to exist as a going concern. We anticipate our company will experience substantial growth during the next two years. This period of growth and the start-up of the business are likely to be a significant challenge to us.dilution:

Based on our budget shown above, we anticipate needing between $13,990 and $73,990 (depending on whether 25%, 50%, 75% or 100% offered shares sold) to meet our requirements for operating needs for the 12 months of the estimated budget. Our current cash on hand of $4,056 will not allow us to commence operations. However, no assurance can be given that we will be able to sell these percentages of shares. The following table outlines the amount of cash we will need to implement our business in scenarios where we raise 25%, 50%, 75% and 100% of the Offering and the expected expenses we will incur:

Assumed public offering price per share of common stock (based upon the last reported sale price of our common stock on the OTCQB on ______, 2018)			$
Net tangible book value per share as of June 30, 2018	$	0.32
Increase (decrease) in pro forma net tangible book value per share attributable to the Bridge Financing	$	1,780,775
Pro forma net tangible book value per share as of June 30, 2018	$
Increase in pro forma net tangible book value per share after this offering	$	2,593,138
Pro forma as adjusted net tangible book value per share after this offering			$
Dilution in pro forma net tangible book value per share to new investors			$

	If 25% of Shares Sold		If 50% of Shares Sold		If 75% of Shares Sold		If 100% of Shares Sold
SHARES SOLD		500,000		1,000,000		1,500,000		2,000,000
GROSS PROCEEDS	$	20,000	$	40,000	$	60,000	$	80,000
TOTAL BEFORE EXPENSES		20,000		40,000		60,000		80,000
OFFERING EXPENSES
Legal and Accounting		4,500		4,500		4,500		4,500
Publishing/Edgarizing		600		600		600		600
Transfer Agent		2000		2000		2000		2000
SEC Filing fee		20		20		20		20
TOTAL OFFERING EXPENSES		7,000		7,000		7,000		7,000
NET AFTER OFFERING EXPENSES		13,990		33,990		53,990		73,990
EXPENDITURES
Maintaining reporting status		6,900		6,900		6,900		6,900
Office set up		2,000		3,000		3,000		4,000
Web site development		2,090		3,500		4,000		5,000
Advertising/marketing		2,000		15,000		32,000		37,000
Hire Sales person		-		-		-		12,000
General administrative costs		-		4,590		7,090		8,090
		13,990		33,990		53,990		73,990
Net Remaining Balance		-0-		-0-		-0-		-0-

Each $1.00 increase (decrease) in the assumed public offering price of $_____ per share (the last reported sale price of our common stock on the OTCQB on ______, 2018) would increase (decrease) the pro forma as adjusted net tangible book value, by $_____ per share and would decrease (increase) the dilution to new investors by $_____ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated expenses payable by us. Each increase of ____________ shares offered by us would increase the pro forma as adjusted net tangible book value by $_____ per share and decrease the dilution to new investors by $_____ per share, assuming the assumed public offering price of $_____ per share (the last reported sale price of our common stock on the OTCQB on ______, 2018) remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. Similarly, each decrease of ____________ shares offered by us would decrease the pro forma as adjusted net tangible book value by $_____ per share and increase the dilution to new investors by $_____ per share, assuming the assumed public offering price of $_____ per share (the last reported sale price of our common stock on the OTCQB on ______, 2018) remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

~~Additionally,~~The ifinformation weabove ~~are~~assumes ~~unable to generate revenues~~ that ~~are~~the ~~sufficient~~underwriters todo ~~fund~~not ~~our~~exercise their ~~operations~~over-allotment ~~after~~option. If the ~~initial~~underwriters 12exercise ~~month~~their ~~period,~~over-allotment weoption ~~will need to obtain financing~~ in ~~order~~full, ~~to sustain our operations beyond~~ the ~~end~~pro offorma ~~month~~as ~~12.~~adjusted Wenet ~~anticipate~~tangible book ~~that~~value ~~our future cash needs~~ will beincrease ~~approximately~~to $~~50,000~~______ ~~for~~per ~~the twelve month period following the end of month 12~~share, ~~and~~representing wean doimmediate ~~not~~increase ~~currently have any arrangements for financing such amount if revenue is not sufficient~~ to ~~cover~~existing ~~operating~~stockholders ~~costs. We anticipate obtaining such financing by way~~ of ~~public~~$______ orper ~~private offerings of our debt~~ share and~~/or~~ ~~equity~~an ~~securities.~~immediate Nodilution ~~assurance can be given that any financing, borrowing or sale~~ of ~~equity~~$______ orper ~~debt~~share ~~will be possible when needed or that we will be able~~ to ~~negotiate~~new ~~acceptable terms in a timely fashion or even available at all~~investors. ~~In addition, our access to capital is affected by prevailing conditions in the financial and equity capital markets, as well as our own financial condition.~~

~~Even~~If ifany weshares doare ~~complete~~issued upon the ~~implementation~~ exercise of ~~our~~outstanding ~~business~~options ~~plan~~or ~~during~~warrants, ~~the~~you 12will ~~months~~experience ~~following~~further ~~the~~dilution. ~~close~~The ofabove ~~our~~discussion ~~offering~~and table are based on 50,641,277 pre-split/2,532,064 wepost-split ~~may~~shares ~~not~~of beour ~~able~~common tostock ~~generate~~outstanding ~~sufficient~~as ~~revenues~~of toJune ~~become~~30, ~~profitable.~~2018 and excludes:

______ shares of our common stock underlying warrants to be issued to the representative of the underwriters in connection with this offering;

	·	______ shares of common stock subject to the option to purchase additional shares given to the underwriters to cover over-allotments, if any (based on the closing price of $______ on the OTCQB on ______, 2018);
	·	______ shares of our common stock to be issued to certain Bridge Financing investors in connection with this offering;

3,720,486 pre-split/186,024 post-split shares of common stock issuable upon exercise of outstanding options, at a weighted average exercise price of $0.50 pre-split/$10.00 post-split per share; and

6,553,860 pre-split/327,693 post-split shares of common stock issuable upon exercise of outstanding warrants, at a weighted average exercise price of $0.45 pre-split/$9.00 post-split per share.

~~Going Concern Consideration~~CAPITALIZATION

The ~~report~~following oftable ~~our~~sets ~~independent~~forth ~~registered accounting firm expresses concern about~~ our ~~ability~~capitalization ~~to continue~~ as ~~a going concern based on the absence~~ of ~~significant revenues~~June 30, ~~recurring losses from operations, and our need for additional financing in order to fund our projected loss in 2013.~~2018:

~~SIGNIFICANT~~· ~~ACCOUNTING~~on ~~POLICIES~~an actual basis; · on a pro forma basis to reflect the Bridge Financing; · on a pro forma as-adjusted basis to reflect the pro forma adjustments reflected above and the issuance and sale by us of _____ shares of our common stock in this offering at the assumed public offering price of $_____ per share (the last reported sale price of our common stock on the OTCQB on _____, 2018), after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the receipt by us of the proceeds of such sale.

~~Basis~~You should read the following table together with “Description of ~~Presentation~~Securities” appearing elsewhere in this prospectus, and our financial statements and related notes and the information set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.

	As of June 30, 2018
	Actual		Pro Forma		Pro Forma As Adjusted⁽¹⁾
Cash and cash equivalents	$	90,192	$	1,695,967
Total liabilities	$	633,173	$	2,508,173
Shareholders’ equity:	$	365,610	$	271,385
Preferred stock, 20,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $.001 par value; 600,000,000 shares authorized; issued and outstanding at June 30, 2018, 50,641,277 pre-split/2,532,064 post-split shares actual, 3,346,742 pro forma and ___ pro forma, as adjusted	$	50,641	$	2,532
Additional paid-in capital		6,356,696		6,404,805
Accumulated deficit		(6,041,727)		(6,135,952)
Total shareholders’ equity	$	365,610	$	271,385
Total capitalization	$	998,783	$	2,779,558

~~Use~~(1) The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of ~~Estimates~~this offering determined at pricing.

~~Management~~Each ~~uses~~$1.00 ~~estimates~~increase (decrease) in the assumed public offering price of $_____ per share (the last reported sale price of our common stock on the OTCQB on ______, 2018) would increase (decrease) the amount of cash and ~~assumption~~cash equivalents, additional paid-in ~~preparing~~capital, ~~these~~total ~~financial~~stockholders’ ~~statements~~equity inand ~~accordance~~total ~~with~~capitalization on ~~generally~~an ~~accepted~~as ~~accounting~~adjusted ~~principles.~~basis ~~Those~~by ~~estimates~~approximately ~~and~~$_____ ~~assumptions~~million, ~~affect~~assuming the ~~reported~~number ~~amounts~~of shares offered by us, as set forth on the cover page of ~~assets~~this prospectus, remains the same and ~~liabilities~~after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, ~~the~~each ~~disclosure~~increase (decrease) of ~~contingent~~one ~~assets~~million shares offered by us would increase (decrease) cash and ~~liabilities~~cash equivalents, total stockholders’ equity and total capitalization on an as adjusted basis by approximately $___ million, assuming the assumed public offering price of $_____ per share (the last reported ~~revenues~~sale price of our common stock on the OTCQB on ______, 2018) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

~~Income~~The ~~Taxes~~above discussion and table are based on 50,641,277 pre-split/2,532,064 post-split shares of our common stock outstanding as of June 30, 2018 and excludes:

~~Songbird~~· ~~Development~~______ ,shares Inc. accounts for its income taxes in accordance with the FASB Accounting Standards Codification. Under Codification, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used of ~~financial~~our ~~reporting~~common ~~and~~stock ~~income~~underlying ~~tax~~warrants ~~reporting~~to ~~purposes.~~be ~~Income~~issued ~~taxes are provided based on tax rates in effect at the time such temporary differences are expected~~ to ~~reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that~~ the ~~Company~~representative ~~will~~of ~~not realize~~ the ~~tax~~underwriters ~~assets~~in ~~through~~connection ~~future~~with ~~operations.~~this offering;

Fair Value of Financial Instruments

	·	______ shares of common stock subject to the option to purchase additional shares given to the underwriters to cover over-allotments, if any (based on the closing price of $______ on the OTCQB on ______, 2018);
	·	______ shares of our common stock to be issued to certain Bridge Financing investors in connection with this offering;

~~The~~· ~~FASB~~3,720,486 ~~Accounting Standards Codification requires the Company to disclose~~pre-split/186,024 ~~when~~post-split ~~reasonably~~shares ~~attainable,~~of ~~the~~common ~~fair~~stock ~~market~~issuable ~~values~~upon exercise of ~~its~~outstanding ~~assets~~options, ~~and~~at ~~liabilities~~a ~~which~~weighted ~~are~~average ~~deemed~~exercise toprice beof ~~financial~~$0.50 ~~instruments~~pre-split/$10.00 ~~The~~post-split ~~Company’s~~per ~~financial~~share; ~~instruments consist primarily of cash.~~and

~~Per~~· ~~Share~~6,553,860 ~~Information~~pre-split/327,693 post-split shares of common stock issuable upon exercise of outstanding warrants, at a weighted average exercise price of $0.45 pre-split/$9.00 post-split per share.

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

~~DESCRIPTION~~MANAGEMENT’S OFDISCUSSION ~~BUSINESS~~AND ANALYSIS OF

~~Organization~~FINANCIAL ~~within~~CONDITION ~~the~~AND ~~Last~~RESULTS ~~Five~~OF ~~Years~~OPERATIONS

WeOverview ~~were incorporated in the State~~ of Nevada on December 27, 2012. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger. Our business office is located at 108 Dnipropetrovska doroha, Apt 110, Odesa, Ukraine 65000.Company

InDthera ~~General~~Sciences was incorporated in the State of Nevada on December 27, 2012. On September 21, 2016, we acquired our current operating subsidiary, Dthera Sciences Operations, Inc.

~~Our~~We ~~business~~are isa ~~the~~leading ~~distribution~~digital iftherapeutic ~~High~~company ~~End~~focusing ~~Cutlery~~on ~~Sets~~the elderly, ~~produced in China to North America. We have not generated any revenues~~ and ~~our~~are ~~principal~~working ~~business activities~~ to ~~date~~improve ~~consist~~the lives of ~~creating~~seniors ~~a business plan~~ and ~~entering~~individuals ~~into~~suffering afrom ~~Supply~~neurodegenerative ~~Agreements~~diseases, ~~dated~~as ~~June~~well ~~30,~~as those ~~2013,~~who ~~with~~care ~~ADA~~for ~~KITCHENWARE~~them. ~~and~~We ~~another~~have ~~dated~~two ~~June~~core ~~30,~~products: ~~2013 with KITCHENSMITH~~ReminX™, ~~which~~a ~~are~~consumer ~~established~~health ~~distributors~~product ofavailable ~~High~~for ~~End~~purchase ~~Cutlery~~for ~~Sets~~individuals suffering ~~products~~from insocial ~~China. The~~isolation ~~terms~~ and ~~conditions~~dementia; ofand ~~the~~DTHR-ALZ, ~~Supply~~a ~~Agreements~~development-stage ~~provide~~product that, ~~among~~has ~~other~~been ~~things,~~granted weBreakthrough ~~have~~Device designation by the ~~right~~FDA tofor ~~purchase~~the ~~High~~mitigation ~~End~~of ~~Cutlery~~the ~~Sets~~symptoms ~~products at~~of ~~item~~agitation ~~prices~~and ~~identified~~depression inassociated ~~the~~with ~~Supply~~Alzheimer's ~~Agreements~~disease.

~~The~~On ~~total~~September ~~estimated amount of funds required to develop our business is between $13~~21,~~990 and $73~~ 2017,~~990~~ (depending on whether 25%, 50%, 75% or 100% offered shares sold). We need funds for general administrative expenses, business development, marketing costs, support materials and costs associated with being a publicly reporting company. We have not generated any revenue from operations to date. In order to expand our ~~business operations, we anticipate that we will have to raise additional funding. The most likely source of future funds available to us is through the sale of additional~~ shares of common stock orwere ~~advances~~approved ~~from~~for ~~our~~trading ~~sole~~on ~~officer~~the ~~and~~OTCQB ~~director, Mr~~Market. ~~Kaspruk, though we do not have an agreement from Mr. Kaspruk for such cash advances.~~

WeOur ~~will~~principal offices ~~distribute~~are ~~our~~located ~~Cutlery~~at ~~products~~7310 inMiramar ~~the~~Road, ~~North~~Suite American markets to both retail and wholesale customers. We do not intend to store inventory for any period of time. The orders will be shipped to the customers depending on customers’ requests. Customers will be responsible for the custom duties350, ~~taxes~~San ~~or any other additional charges that might incur. All shipments will be 100% insured for the value of the shipping~~Diego, ~~and~~CA ~~the insurance cost for risk of damage or loss will be customers’ responsibility~~92126.

~~Our products will be offered at prices marked-up from 15% to 20% of our purchase price to retail customers and 10% to 15% of our purchased price to wholesale customers.~~ We ~~plan~~qualify toas an ~~accept~~“emerging ~~retail~~growth ~~orders~~company” ~~on-line~~as ~~only.~~defined Wein ~~do not intend to offer any credit terms relating to order payments. Our customers will be asked to 100% prepay for~~ the ~~products.~~JOBS ~~Customers will also be responsible to cover the shipping costs~~Act. ~~Shipping costs will be added automatically to a customer’s final bill. This will apply to both retail and wholesale customers purchasing our High End Cutlery Sets products.~~

Recent Developments

Bridge Financing

Between September 14 and 21, 2018, we closed a private placement of our securities (the “Bridge Financing”), consisting of promissory notes in the aggregate face amount of $1,925,000, 1,750,000 pre-split/87,500 post-split shares of our restricted common stock, and warrants to purchase up to an additional 3,500,000 pre-split/175,000 post-split shares of our common stock. We sold the securities to accredited investors. The representative of the underwriters in this offering was engaged as our private placement agent in connection with the Bridge Financing, and we agreed to pay a commission of $60,000 to the representative of the underwriters in connection with their role as our private placement agent for the Bridge Financing. Net proceeds to us were approximately $1,650,000.

Promissory Notes; Extensions

On July 2, 2018, we issued a short-term note to an unrelated party for $100,000 due 60 days from the date of issuance, which was subsequently extended through October 31, 2018. The note bears an interest rate of 12% per annum, and we have the right to pre-pay with no penalty or premium. Our obligation to repay the note was secured by the grant of a security interest in our assets.

On July 2, 2018, we received $50,000 for a short-term promissory note to an unrelated party due 60 days from the date of issuance, which was subsequently extended through October 31, 2018. The note bears interest at a rate of 12% per annum, and we have the right to pre-pay with no penalty or premium. Our obligation to repay the note was secured by the grant of a security interest in our assets.

~~Product~~Amendments ~~Overview~~and orExtensions ~~History~~ of ~~Cutlery products~~Promissory Notes

~~History~~In ofconnection with the ~~knife~~Bridge Financing transactions, we amended and extended certain other outstanding promissory notes, as follows:

~~A knife is~~- aOn ~~cutting~~May ~~tool~~11, ~~with~~2018, we issued a ~~cutting~~short-term ~~edge~~promissory ~~or blade~~note to an unrelated party for $50,000 ~~hand-held~~due or30 ~~otherwise~~days from the date of issuance, ~~with~~which orwas ~~without~~extended athrough ~~handle~~October 31, 2018. ~~Originally~~ ~~made~~The note bears an interest rate of ~~rock,~~14.4% ~~bone~~per annum, ~~flint,~~ and ~~obsidian,~~ ~~knives~~we have ~~evolved~~the inright ~~construction~~to aspre-pay ~~technology~~with ~~has~~no penalty or premium. Our obligation to repay the note was secured by the grant of a security interest in our assets. Subsequently, we entered into an “Amendment to Promissory Note and Subordination Agreement” with ~~blades~~the ~~being~~holder ~~made~~of ~~from bronze,~~this ~~copper~~note, ~~iron, steel,~~ ~~ceramics,~~pursuant to which the holder agreed to have its security interest and ~~titanium~~right to receive payment on the note subordinated to one or more of our senior lenders. All other terms remained the same.

~~Most~~- ~~modern~~On June 28, 2018, we received $50,000 for a short-~~day~~term ~~knives~~promissory ~~follow~~note ~~either~~to an unrelated party due 60 days from the date of issuance. The note bears interest at a ~~fixed~~rate of 12% per annum, and we have the right to pre-~~blade~~pay with no penalty or premium. Our obligation to repay the note was secured by the grant of a ~~folding~~security ~~construction~~interest ~~style~~in the assets of the Company. Subsequently, we entered into an “Amendment to Promissory Note and Subordination Agreement” with ~~blade~~the ~~patterns~~holder of this note, pursuant to which the maturity date of this note was extended through October 31, 2018, and ~~styles~~the asholder ~~varied~~agreed asto ~~their~~have ~~makers~~its security interest and ~~countries~~right to receive payment on the note subordinated to one or more of ~~origin~~our senior lenders. All other terms remained the same.

~~Today~~- On July 2, ~~knives~~2018, ~~come~~we issued a short-term promissory note to an unrelated party for $50,000 due 60 days from the date of issuance (September 26, 2018). The note bears interest at a rate of 12% per annum, and we have the right to pre-pay with no penalty or premium. Our obligation to repay the note was secured by the grant of a security interest in ~~many~~the ~~forms~~assets ~~but~~of ~~can~~the beCompany. ~~generally~~Subsequently, ~~categorized~~we ~~between~~entered ~~two~~into ~~broad~~an ~~types:~~“Amendment ~~fixed~~to ~~blade~~Promissory Note and ~~folding~~Subordination ~~blade~~Agreement” ~~knives~~with the holder of this note, pursuant to which the maturity date of this note was extended through October 31, 2018, and the holder agreed to have its security interest and right to receive payment on the note subordinated to one or more of our senior lenders. All other terms remained the same.

A- ~~modern~~On ~~knife~~July ~~consists~~2, 2018, we issued a short-term note to an unrelated party for $100,000 due 60 days from the date of: issuance. The note bears an interest rate of 12% per annum, and we have the right to pre-pay with no penalty or premium. Our obligation to repay the note was secured by the grant of a security interest in the assets of the Company. We subsequently entered into an “Amendment to Promissory Note and Subordination Agreement” with the holder of this note, pursuant to which the maturity date of the above short-term promissory note of $100,000 was extended through October 31, 2018, and the holder agreed to have its security interest and right to receive payment on the note subordinated to one or more of our senior lenders. All other terms remained the same.

~~(1)~~Closing ~~a blade and~~of Pre-Rollout Offering

On July 23, 2018, we announced that we had closed a private placement offering of shares of our common stock (2the “Pre-Rollout Offering”). ~~a handle~~We commenced the Pre-Rollout Offering in late 2017.

~~The~~As ~~blade edge can be plain or serrated, or a combination~~ of ~~both. The handle, used to grip and manipulate~~ the ~~blade~~date ~~safely,~~of ~~may include~~ the ~~tang,~~ aclosing ~~portion~~ of the ~~blade that extends into the handle. Knives are made with partial tangs (extending part way into the handle~~Pre-Rollout Offering, ~~known~~we ashad sold a ~~"Stick~~total ~~Tang") or full tangs (extending the full length~~ of ~~the~~approximately ~~handle~~3,925,274 ~~often~~pre-split/196,264 ~~visible~~post-split onshares ~~top and bottom). The handle can include a bolster. The latter is a piece~~ of ~~material~~our ~~used~~common tostock ~~balance~~in the ~~knife~~Pre-Rollout Offering, ~~usually~~and ~~brass~~had orraised ~~other~~an ~~metal,~~aggregate ~~at the front~~ of ~~the~~approximately ~~handle where it meets the blade~~$2,551,350.

~~Our~~The ~~Products~~Pre-Rollout Offering was made to accredited investors only. No warrants or other securities were offered in the Pre-Rollout Offering.

~~Some~~Listing ofReverse our High End Cutlery Sets contain 100% Stainless Steel. As well as traditional Cutlery products, new, modern designs are developed by the factories and workshops to ensure High End Cutlery Sets items maintain their appeal. Some advantages of our Stainless Steel Knife products:Split

1.On ~~Easy~~September to25, ~~clean~~2018, ~~and~~a ~~maintain:~~reverse ~~Stainless~~stock split ~~steel~~(the ~~does~~“Listing ~~not~~Reverse ~~absorb~~Split”) ~~dirt;~~of inour ~~fact,~~authorized itand ~~actually~~outstanding ~~resists~~common ~~smudges,~~stock ~~fingerprints~~took ~~and~~effect. ~~scuff~~The ~~marks~~ratio ~~relatively~~of ~~easily,~~the ~~making~~Reverse Split itwas ~~very~~1:20, ~~easy~~meaning toone ~~clean~~new ~~and~~share ~~maintain.~~was ~~Stainless~~issued ~~steel~~for ~~appliances~~each ~~can~~twenty beold ~~wiped~~shares ~~down~~of ~~with~~our acommon ~~damp~~stock. ~~cloth~~In ~~and~~lieu ~~sanitized~~of ~~easily.~~issuing ~~The~~fractional shares, ~~surface~~our ~~can~~transfer beagent ~~protected~~was ~~with~~instructed ~~a cleaner~~ to ~~preserve~~round ~~its~~up ~~smooth,~~to ~~sleek~~the ~~and~~nearest ~~shiny~~whole ~~surface~~share.

2. Long life span: Stainless steel does not fade or become discolored over time. It's also a rust-proof and stain-resistant material, so it will maintain its shine and preserve all of the aesthetic qualities of your appliances for several years to come.

3. Does not harbor germs: Because stainless steel is non-porous, it resists bacteria and germs more effectively than wood or plastic surfaces. Stainless steel can be wiped clean with a disinfectant cleaner after use, and is an attractive option for homes with young children and pets or for anyone who wants to keep their kitchen as clean and immaculate as possible.

4. Aesthetically pleasing: Stainless steel appliances can complement almost any kitchen or home design and theme, and the sleek, gleaming metallic finish can be balanced out with wood or plastic accents. Stainless steel is aesthetically pleasing and can be used as a surface material on a variety of appliances, including dishwashers, washers, dryers, countertops, refrigerators, freezers and stove tops.

5. Does not affect flavor of foods: Stainless steel is one of the most hygienic surfaces available, so any foods that come into contact with the surface or material do not attract dirt or germs. Stainless steel also does not react with any foods that may be used during meal preparation and cooking.

~~Some~~Following ~~of our High End Cutlery Sets are made of 100% Ceramics. Ceramic knives are one of~~ the ~~newest~~Listing ~~types~~Reverse onSplit, ~~the~~we had ~~market.~~600,000,000 ~~They~~shares ~~are made out~~ of ~~very~~common ~~hard~~stock ~~ceramic~~authorized, ~~such~~and ashad ~~zirconium dioxide. Some of these knives advantages include hardness~~2, ~~weight~~570,525 ~~durability,~~shares ~~and~~of ~~the~~common ~~ability~~stock ~~to resist stains~~outstanding.

1.Results ~~Hardness: One~~ of the first advantages of ceramic knives is their hardness. They are one of the hardest knives you can buy. The only thing that is harder than the material used to make these knives is a diamond. Ceramic knives are much harder than steel. Therefore, they will be much sharper than steel knives will be.Operations

2.Year ~~Weight:~~Ended ~~Weight~~December is31, ~~another~~2017 ~~advantage~~Compared to ~~of ceramic knives. They are very lightweight. These knives generally weigh less than half of what other knives weight. This may reduce~~ the ~~amount~~Year ofEnded ~~fatigue~~December ~~you~~31, ~~feel~~2016 ~~when you use ceramic knives for cutting tasks that you have to perform repeatedly.~~

3.The ~~Durability:~~information ~~Ceramic~~below ~~knives~~relating ~~are~~to ~~also~~historical data ~~very~~for ~~durable.~~the ~~They~~periods ~~tend~~ended December 31, 2017 and 2016, relate to ~~stay~~the ~~sharper~~operations ~~for~~of ~~longer~~our ~~periods~~wholly owned operating subsidiary, Dthera Sciences Operations, and not to our prior business and operations as Knowledge Machine International, Inc., which were terminated following the closing of ~~time~~the ~~than~~following ~~stainless~~reorganization ~~steel~~transaction ~~knives~~(the “DSO transaction”). ~~Ceramic~~On ~~knives~~September ~~can~~21, ~~usually~~2016, gowe entered ~~years~~into ~~without~~a ~~needing~~share exchange transaction with Dthera Sciences Operations (“DSO”), pursuant to bewhich ~~sharpened~~our prior business was terminated, and DSO became our wholly owned operating subsidiary, and the business of DSO became our business. ~~They~~Additionally, all ~~will~~of ~~also~~the ~~last~~prior ~~longer~~management, ~~overall~~including ~~because~~all ~~they~~officers, ~~will~~directors, ~~never~~and ~~rust~~employees, resigned in connection with the DSO transaction.

4Gross Revenue. ~~Stain:~~Gross ~~The~~revenue ~~ability~~for the toyears ~~resist~~ended ~~stains~~December is31, ~~another~~2017 ~~benefit~~and of2016, ~~ceramic~~was ~~knives~~$0. ~~Some~~Accordingly, ~~foods~~there ~~will~~were ~~discolor~~no ~~steel~~costs ~~knives~~of ~~because~~goods ~~they~~sold. ~~contain~~We ~~acids.~~were ~~Ceramic~~previously ~~knives~~operating in ~~are~~the ~~not~~cutlery ~~susceptible~~sales tomarket, ~~these~~but ~~food~~that ~~acids,~~business sowas ~~they~~sold ~~will~~in ~~never~~connection ~~become~~with ~~discolored.~~the ~~Many~~DSO ~~knives~~transaction, ~~also~~and ~~come~~our ~~with~~current aoperating ~~non-stick~~subsidiary was ~~surface,~~acquired sowhich ~~they~~operates ~~can~~in ~~easily~~the betechnology ~~cleaned~~market. InOur ~~addition~~new toline ~~resisting~~of ~~stains,~~business ~~these~~is ~~knives~~in ~~won't~~the ~~change~~development ~~the~~stage ~~taste~~and ofhas ~~your~~not ~~food~~yet recognized any revenue.

5.Operating Chemically Inert: Ceramic knives are also chemically inert. Being chemically inert means that these knives won't give your food a metallic smell or taste like steel knives will. They also will never brown your foods like steel knives can. The surface of ceramic knives also resist germs, making them desirable for people who suffer from certain allergies.Expenses

~~Our~~General ~~mission is to bring to our customers the high quality High End Cutlery Sets items at competitive price. Our supplier who represents the oldest~~ and ~~well-known~~Administrative Chinese cutlery manufacturers have agreed to supply us with many kinds of High End Cutlery Sets products. We will transmit any orders received to our supplier for shipment. Our customers will be responsible to cover the shipping costs. Shipping costs will be added automatically to a customer’s final bill.Expenses

General and administrative expenses for the year ended December 31, 2017, totaled $1,809,076, a 162% increase compared to general and administrative expenses of $690,248 for the year ended December 31, 2016. The increase is due to our amortizing stock options as compensation and increases in consulting fees in 2017.

Professional Fees

Professional fees for the year ended December 31, 2017, totaled $613,705, a 79% increase compared to professional fees of $343,694 for the year ended December 31, 2016. The increase is due to our incurring additional audit and review fees in the first and second quarters in 2017 and an increase in legal fees and in compensation to consultants.

Other Expenses

Interest Expense

Interest expense for the year ended December 31, 2017, totaled $185,843, a 47% increase compared to interest expenses of $126,115 for the year ended December 31, 2016. The increase is due to additional interest expense and the full amortization of debt discounts due to payment of all convertible notes in the current year.

Derivative Expense

Derivative expense for the year ended December 31, 2017, totaled $0, a 100% decrease compared to derivative expense of $37,616 for the year ended December 31, 2016. The decrease is due to our not issuing any derivative instruments in the current year.

~~Potential~~Gain ~~customers~~on Derivative Liability

WeGain ~~plan~~on toderivative ~~sell~~liability ~~our~~for ~~products to both, retail and wholesale customers. Retail customers can purchase our products from anywhere around~~ the ~~globe~~year ended byDecember ~~placing their orders on our website and paying by credit card. Our President and sole director~~31, ~~Mr.~~2017 ~~Igor~~totaled ~~Kaspruk will market our products and negotiate agreements with potential wholesale customers in North American countries~~$142, ~~primarily the U.S. and Canada. We intend to use marketing strategies~~835, ~~such~~a as331% ~~web~~increase ~~advertisements~~compared ~~and direct mailing~~ to ~~market~~gain ~~our~~on ~~products~~derivative ~~and~~liability ~~acquire~~of ~~potential~~$33,114 ~~customers.~~for ~~We plan to attend trade shows in our industry to showcase our product with a view to find new customers in~~ the ~~wholesale~~year ~~market.~~ended December ~~If we sell 100% of the shares in this offering~~31, ~~we plan to hire a sales representative~~2016. The ~~salesperson’s~~increase ~~job~~is ~~will~~from berevaluing tothe ~~find~~derivative ~~new~~instruments ~~wholesale~~before ~~customers~~the ~~and~~instruments ~~execute~~settled ~~agreements~~during ~~with~~the ~~them to buy our products~~year.

~~Competition~~Gain (Loss) on Settlement of Debt

~~There~~Loss ~~are~~on ~~many~~settlement ~~well-established manufacturing, distribution and retail sales companies selling High End Cutlery Sets products. We expect to face medium to high level~~ of ~~resistance~~debt ~~when~~for wethe ~~enter~~year ended ~~the~~December ~~market~~31, ~~where~~2017, ittotaled ~~will~~$91,593, beas upcompared to ~~our~~gain ~~marketing~~on ~~efforts~~settlement ~~and~~of ~~negotiation~~debt ~~skills to acquire new customers. Most~~ of ~~our~~$34,874 ~~competitors~~for ~~have~~the ~~greater~~year ~~financial~~ended ~~resources~~December ~~and may be able to withstand sales or price decreases well than we can~~31, 2016. WeThe ~~also~~decrease ~~expect~~is ~~to continue to face competition~~ from ~~new~~settling ~~market~~convertible ~~entrants.~~notes Weand ~~may~~accrued beinterest ~~unable~~for tostock ~~continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition~~ and ~~results~~cash ofduring ~~operations~~the year.

~~High~~Impairment End Cutlery Sets are distributed by many companies as well as numerous stores and websites in Europe and North America. To compete with other companies, we plan is to use helpful customer service and offer a wide assortment of ~~High~~Intangible ~~End Cutlery Sets at competitive prices. We will take significant efforts to promote our product using marketing and internet tools.~~Assets

~~Website~~Impairment ~~Marketing~~of ~~Strategy~~intangible assets for the year ended December 31, 2017, totaled $0, a 100% decrease compared to impairment of intangible assets of $58,960 for the year ended December 31, 2016. The decrease is due to our impairing the intangible asset purchased with stock in the prior year.

WeNet plan to develop our website www.songbirddevelopment.com to market and display our products. As of the date of this prospectus we identified and registered the domain name for our website. We currently are working with an independent web designing company. Our website will describe our products in detail, show our contact information, and include some general information and pictures of High End Cutlery Sets. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and metatags, and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials.Loss

ToFor ~~enhance~~the ~~our~~reasons ~~sales~~stated ~~and~~above, ~~to advertise~~ our ~~product~~net weloss for plan to keep improving and developing our website to make it as “user friendly” as possible. Our website will offer a large array of High End Cutlery Sets and by becoming a “one-stop shopping” destination will significantly enhance the ~~efficiency~~year ofended ~~the~~December ~~purchasing~~31, ~~process~~2017, ~~simultaneously~~was ~~reducing~~$2,558,547, ~~the~~compared ~~time~~to ~~and~~net ~~cost~~loss of ~~finding reasonably priced cutlery. Our online store will provide customers with an easy-to-use shopping alternative. The website will be available 24 hours a day~~$1,194,804 ~~seven days a week allowing customers to shop~~ for ~~our~~the ~~products~~year ~~directly~~ended ~~from~~December ~~their~~31, ~~homes or offices~~2016. ~~We will attempt to provide customer service via email and telephone where consumers can resolve order and product questions.~~

Results of Operations – Three and Six Months Ended June 30, 2018, Compared to the Three and Six Months June 30, 2017

Operating Expenses

General and Administrative Expenses

General and administrative expenses for the three and six months ended June 30, 2018, totaled $835,521 and $1,418,305, respectively, a 33% and 10% decrease, respectively, compared to general and administrative expenses of $1,245,545 and $1,582,382 for the three and six months ended June 30, 2017, respectively. The decrease is due to a reduction in estimated compensation expense versus payments in the prior period in addition to decreased stock compensation expense in the current year.

Research and Development Expenses

Research and development expenses for the three and six months ended June 30, 2018, totaled $53,488 and $78,188, a 29% and 14% decrease, respectively, compared to research and development expenses of $75,699 and $91,334 for the three and six months ended June 30, 2017. The decrease is due to capitalization of software development costs as technological feasibility was achieved in January 2018.

Other Expenses

Interest Expense

Interest expense for the three and six months ended June 30, 2018, totaled $1,837 and $2,117, a 100% increase and 99% decrease, respectively, compared to interest expenses of $0 and $185,847 for the three and six months ended June 30, 2017. The increase is due to $100,000 of new borrowings in the six months ended June 30, 2018, and the decrease due to full amortization of debt discounts due to payment of all convertible notes in the prior year.

Gain on Derivative Liability

Gain on derivative liability for the six months ended June 30, 2017 was $142,835 with no related gains in other comparable periods. The gain is from revaluing the derivative instruments before the instruments settled during the prior year.

Loss on Settlement of Debt

Loss on settlement of debt for the six months ended June 30, 2017 was $91,593 with no related gains or losses in the other comparable periods. The loss resulted from settling convertible notes and accrued interest for stock and cash during the prior year.

~~Agreements~~Loss ~~with~~on ~~our~~disposal ~~suppliers~~of assets

OnFor ~~June~~the ~~30,~~three ~~2013,~~and wesix ~~entered~~months ~~into~~ended aJune 30, ~~Supply Agreements~~2018, ~~with~~we ~~ADA~~recognized ~~KITCHENWARE INDUSTRIAL & TRADING CO.~~$3,391 ~~LTD~~ and ~~on June 30th~~$6, ~~2013~~170, ~~with KITCHENSMITH CO.~~respectively, ~~LTD.,~~as ~~which~~a ~~are~~loss anon ~~established~~disposal ~~distributors~~ of ~~Cutlery~~our ~~products.~~fixed ~~Both companies are large~~assets, ~~well-established~~with ~~suppliers~~no ~~and~~related ~~distributors~~expense ~~of Cutlery products~~ in the ~~China.~~three ~~The terms~~ and ~~conditions~~six ofmonths ~~the~~ended ~~Supply~~June ~~Agreements provide that~~30, ~~among~~2017. ~~other~~The ~~things,~~increase weis ~~have~~due ~~the right~~ to ~~purchase~~our ~~High~~disposing ~~End~~of ~~Cutlery~~damaged ~~Sets~~equipment ~~at item prices identified~~ in the ~~Supply~~current ~~Agreements~~period.

~~Research~~Net ~~and Development Expenditures~~Loss

WeFor ~~have~~the ~~not~~reasons ~~incurred~~stated ~~any~~above, ~~research~~our ~~expenditures~~net ~~since~~loss for ~~our~~the ~~incorporation~~three and six months ended June 30, 2018, was $894,237 and $1,504,780, compared to net loss of $1,321,244 and $1,808,321 during the three and six months ended June 30, 2017.

~~Bankruptcy~~Liquidity orand ~~Similar~~Capital ~~Proceedings~~Resources

~~There~~As ~~has~~of ~~been~~the noJune ~~bankruptcy~~30, ~~receivership~~2018, orwe ~~similar~~had ~~proceeding~~cash and restricted cash of $90,192, prepaid expenses of $630,014 and deposits of $3,200, compared to cash and restricted cash of $323,483, prepaid expenses of $95,176, and deposits of $2,500 for the year ended December 31, 2017. The decrease in cash is due to our prepaying for hardware to be shipped in the third quarter of the current year. The increase in prepaid expenses is related to prepayment on 5,000 tablets ordered offset by prepayments for insurance and marketing services in the fourth quarter of 2017, which were amortized during the three and six months ended June 30, 2018. We had current liabilities of $633,173 consisting of accounts payable, accrued expenses, deferred revenue, and related party advances as compared to current liabilities totaling $438,272 for the year ended December 31, 2017. The increase in current liabilities is directly related to our increasing accrued payables related to consultants and employees including increases in deferred revenue and in expenses paid by related parties. As of the six months ended June 30, 2018, we had working capital of $90,233 which increased when compared to a working capital deficit of $17,113 for the year ended December 31, 2017.

~~Reorganizations~~We incurred operating losses and had negative operating cash flows for the three and six months ended June 30, ~~Purchase~~2018 and may continue to generate negative cash flows as we implement our business plan for the future. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern as the report of our independent registered public accounting firm with respect to our financial statements for the years ended December 31, 2017 and 2016, indicates that our recurring losses and negative cash flows from operations and the need for additional capital raise substantial doubt about our ability to continue as a going concern. During the three and six months ended June 30, 2018 we had a net loss of $894,237 and $1,504,780, respectively, and a net loss of $1,321,244 and $1,808,321 for the three and six months ended June 30, 2017, respectively. We had net cash used in operations of $1,683,409 and $738,975 in the six months ended June 30 2018 and 2017, respectively. The consolidated financial statements have been prepared assuming that we will continue as a going concern; however, the above conditions raise substantial doubt about our ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or ~~Sale~~the amounts and classifications of ~~Assets~~liabilities that may result should we be unable to continue as a going concern.

~~There~~On ~~have~~July ~~been~~23, no2018 we ~~material~~closed ~~reclassifications~~our private placement launched in the fourth quarter of 2017, ~~mergers~~raising $2,551,350 ~~consolidations~~in exchange for 3,925,274 orpre-split/196,264 post-split ~~purchase~~shares. orWe ~~sale~~intend to raise additional financing to support the launch of athe ~~significant~~ReminX ~~amount~~product. As of ~~assets~~June 30, 2018, we had current liabilities of approximately $633,173. If we are not inable to raise additional capital that may be needed, it is probable that we will be unable to meet our obligations as they become due within one year from the ~~ordinary~~issuance ~~course~~date of this filing and could have a material adverse effect on our future business plans. Management believes that if we are not able to consummate this offering, we would have to find other sources of financing to complete our business plans for the future. There can be no guarantee that we would obtain financing with terms that are acceptable to us, in which case, we may have to limit our expansion of new products or limit our working capital.

~~Compliance~~Off-Balance ~~with~~Sheet ~~Government Regulation~~Arrangements

We ~~will~~have beno ~~required~~off-balance tosheet ~~comply~~arrangements that ~~with~~have ~~all~~or ~~regulations,~~are ~~rules~~reasonably ~~and~~likely ~~directives~~to ofhave ~~governmental~~a ~~authorities~~current ~~and~~or ~~agencies~~future ~~applicable~~effect toon ~~the~~our ~~construction~~financial ~~and~~condition, ~~operation~~changes ~~of any facility~~ in ~~any~~financial ~~jurisdiction~~condition, revenues ~~which~~or weexpenses, ~~would~~results ~~conduct~~of ~~activities.~~operations, Weliquidity, docapital ~~not~~expenditures ~~believe~~or ~~that~~capital ~~government regulation will have a material impact on the way we conduct our business~~resources.

Patents, Trademarks and Copyrights

We do not own, either legally or beneficially, any patents or trademarks. We intend to protect our website with copyright laws. Beyond our trade name, we do not hold any other intellectual property.

Research and Development Activities and Costs

We have not incurred any research and development costs to date.

~~Facilities~~BUSINESS

WeHistorical currently do not own any physical property or own any real or intangible property. Our current business address is 108 Dnipropetrovska doroha, Apt 110, Odesa, Ukraine 65000. Our telephone number is (415) 735-6610.Background

~~Igor~~We ~~Kaspruk,~~are ~~our~~a ~~sole~~leading ~~officer~~digital ~~and~~therapeutic ~~director~~company focusing on the elderly, ~~works~~and onare ~~Company~~working ~~business~~to ~~from~~improve athe ~~home~~lives ~~office.~~of ~~This~~seniors ~~location~~and ~~serves~~individuals assuffering ~~our~~from ~~primary~~neurodegenerative ~~office~~diseases, as ~~for~~well ~~planning~~as ~~and~~those ~~implementing~~who ~~our~~care ~~business~~for ~~plan~~them. ~~Management~~We ~~believes~~have ~~the~~two ~~current~~core ~~premises~~products: ~~arrangements~~ReminX™, ~~are~~a ~~sufficient~~consumer ~~for~~health ~~its~~product ~~needs~~available for atpurchase for ~~least~~individuals ~~the~~suffering ~~next~~from 12social ~~months.~~isolation ~~The~~and ~~Company~~dementia; ~~intends~~and toDTHR-ALZ, ~~lease~~a ~~its~~development-stage ~~own~~product ~~offices~~that athas ~~such~~been ~~time~~granted asBreakthrough Device itdesignation ~~has~~by ~~sufficient~~the ~~financing~~FDA tofor dothe somitigation of “the symptoms of agitation and depression associated with major neurocognitive disorder of the Alzheimer's type.”

~~Employees~~We ~~and~~were ~~Employment~~incorporated in ~~Agreements~~the State of Nevada on December 27, 2012. On September 21, 2016, we acquired our current operating subsidiary, Dthera Sciences Operations, Inc.

WeOn ~~have~~September ~~only~~21, 2017, ~~one employee as of the date of this prospectus. Mr. Kaspruk is~~ our ~~sole~~shares ~~employee who currently provides his services on a consultant basis without compensation. After receiving funding, Mr. Kaspruk plans to devote as much time as the Board~~ of ~~Directors~~common ~~determines~~stock iswere ~~necessary~~approved for ~~her~~trading toon ~~manage~~ the ~~affairs~~OTCQB ~~of the Company~~Market. ~~As our business and operations increase, we will hire full time management and administrative support personnel.~~

~~Reports~~Our toprincipal offices ~~Stockholders~~are located at 7310 Miramar Road, Suite 350, San Diego, CA 92126.

We ~~are~~qualify ~~not~~as an ~~currently~~“emerging agrowth ~~reporting~~ company,” ~~but~~as ~~upon~~defined ~~effectiveness~~in of the ~~registration~~JOBS ~~statement of which this prospectus forms a part, we will be required to file reports with the SEC pursuant to the Securities Exchange~~ Act ~~of 1934, as amended (the “Exchange Act”)~~. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of these reports from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 A.M. to 3 P.M. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

WeDthera ~~will~~Business; ~~also~~Products ~~make these reports available on our website www.songbirddevelopment.com once our website is operational.~~

~~Emerging~~We ~~Growth~~have ~~Company~~two ~~Status~~core ~~under~~products: ReminX™, a consumer health product available for purchase for individuals suffering from social isolation and dementia; and DTHR-ALZ, a development-stage product that has been granted Breakthrough Device designation by the ~~JOBS~~FDA ~~Act~~for the mitigation of the symptoms of agitation and depression associated with Alzheimer's disease.

~~Songbird~~The ~~Development~~ReminX ~~Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).~~product

The ~~JOBS~~ReminX ~~Act~~Product ~~creates~~is a ~~new~~consumer ~~category~~health product ofthat ~~issuers~~is ~~known~~comprised ~~as "emerging growth companies." Emerging growth companies are those with annual gross revenues~~ of ~~less~~three ~~than~~key $1components: ~~billion~~A ~~(as~~ReminX ~~indexed~~computer ~~for~~tablet, ~~inflation)~~an ~~during~~AI ~~their~~chatbot, ~~most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933~~ and ~~its~~a ~~regulations.~~biofeedback ~~An emerging growth company will retain that status until the earliest of:~~loop.

●ReminX Tablet: The first ~~fiscal~~component is ~~year~~the ~~after~~customized ~~its~~ReminX ~~annual~~computer ~~revenues~~tablet ~~exceed~~(the $1“Tablet”). ~~billion;~~The Tablet is specifically designed for use by individuals with neurodegenerative diseases or the elderly who are not able to operate standard consumer tablets or other electronics. The Tablet has no user interface, no buttons on the screen, and no wires. It presents itself more closely to a detachable digital photo frame that charges in a docking station without having to be plugged in. The absence of wires, buttons, or confusing interfaces is critical to making the product accessible to these patients and demographic group. Additionally, the Tablet is wrapped in a protective foam casing to increase durability of the Tablet if it is dropped or thrown. The speakers and sound system have been custom designed to maximize volume and clarity in comparison to off-the-shelf tablets, as required for seniors who may have experienced hearing loss. A charging docking station is also included, that serves as a cradle to hold the Tablet when not in use while also allowing for charging of the Tablet in a cordless manner, and powerful magnets make sure that the Tablet lands securely into the dock.

●The ReminX Tablet Software (the “Software”), drives the display of media content on the Tablet. The ~~first~~Software ~~fiscal~~combines ~~year~~a ~~after~~simplified viewing experience for the ~~fifth~~end ~~anniversary~~user while simultaneously incorporating monitoring and tracking functionality for caregivers and administrators. Because the Software has no user interface, the end user does not need to press any buttons or touch screen icons. This is critical since many seniors not only have difficulty operating electronics, but they often have less moisture in their finger pads, leading to smaller detectable difference in capacitance between their finger and the Tablet screen. The user simply lifts the Tablet off of ~~its~~the ~~IPO;~~docking station and it automatically begins to play calming, positive, and personalized media.

●AI Chatbot: The ~~date~~second oncomponent of ~~which~~the ReminX Product is an AI chatbot that interacts with family, friends, and other caregivers, encouraging them to provide photos, voice narration, video content, and music selections, and to optimize the ~~company~~content ~~has~~into ~~issued~~personalized ~~more~~stories ~~than~~for $1their ~~billion~~loved inone. The ~~non~~AI chatbot is a conversational goal-~~convertible~~seeking ~~debt~~tool, ~~during~~using natural language conversation, that understands the ~~previous~~requirements ~~three-year~~of the ~~period;~~end user (patient) and tries to get the caregivers to complete tasks that satisfy the requirements. The AI chatbot was designed specifically to make it easy to contribute content with minimal investment of time and effort on the part of the caregiver.

● The first fiscal year in which the company has a public float of at least $700 million.

~~Financial~~Interaction with the ReminX Product by content contributors such as family caregivers is primarily driven through text message communication. Each family is given a private concierge phone number that is shared among the family. The AI chatbot guides family members to text photos or videos to the concierge number as well as to narrate stories over the photos via voicemail. The content is then organized automatically by ReminX and ~~Audit~~appears on ~~Requirements~~the end user’s tablet as stories. The concierge phone number can be given to the customer’s family and friends so they can also contribute content and collaborate in the care of the end user.

~~Under~~In addition to text messaging, the ~~JOBS~~ReminX product ~~Act~~has several additional channels of content collection. These include the ReminX Family Mobile App (iOS/Android), ~~emerging~~the ~~growth~~ReminX Family ~~companies~~Web App, and email. These modalities duplicate many of the functions that are ~~subject~~available via text message, providing caregivers with multiple options to ~~scaled~~contribute ~~financial~~and ~~disclosure~~organize ~~requirements~~content, depending on their preference. ~~Pursuant~~We intend to ~~these~~continue ~~scaled~~to ~~requirements,~~develop ~~emerging~~innovative content ~~growth~~collection ~~companies~~methods ~~may:~~to ensure that the end user is given the highest quantity and quality of content possible.

●Feedback ~~Provide~~Loop: ~~only~~ReminX ~~two~~uses ~~rather~~feedback from ~~than~~the ~~three~~patient ~~years~~during use of ~~audited~~the ~~financial~~device. ~~statements~~This patient feedback is gathered from play statistics (e.g., how long or often a patient views certain stories) and reactionary facial cues from the patient (e.g., smile, closed eyes, titling head). Changes in ~~their~~facial expressions ~~IPO~~are ~~Registration~~monitored ~~Statement;~~using a combination of the front-facing camera on the computer tablet and customized software that analyzes facial landmarks (29 points on the face). Play statistics track how many times content is viewed, how long content is watched, as well as other qualitative and quantitative metrics and can link certain facial cues to specific content. Together, we believe these features can be utilized to recognize preferences and levels of engagement from the patient.

●The ~~Provide~~AI ~~selected~~chatbot ~~financial~~notifies ~~data~~the ~~only~~family ~~for~~on ~~periods~~how the nopatient ~~earlier~~is ~~than~~responding ~~those~~to ~~included~~different intypes of content. This allows the ~~IPO~~family ~~Registration~~to: ~~Statement~~(a) inobtain ~~all~~updates ~~SEC~~on ~~filings,~~the ~~rather~~status ~~than~~of their loved one and their loved one’s engagement with the ~~five~~product; ~~years~~and (b) to encourage the family to continue sending content that is related to positive facial responses and high levels of ~~selected~~engagement. ~~financial~~For ~~data~~example, ~~normally~~if ~~required;~~grandmother smiles, her grandchildren will be more likely to want to provide more of that kind of content because they can see that those types of memories are helping to improve their grandmother’s day.

●Therefore, ~~Delay~~the ~~compliance~~feedback ~~with~~loop ~~new~~is orintended to ~~revised~~ensure ~~accounting~~the ~~standards~~delivery ~~until~~of ~~they~~more ~~are~~personalized, ~~made~~positive ~~applicable~~therapeutic tocontent ~~private~~for ~~companies;~~the patient, and at the same time to update family caregivers on the status of their loved one via their mobile devices.

●The Befeedback ~~exempted~~software ~~from~~runs ~~compliance~~locally ~~with~~on ~~Section~~the ~~404(b)~~device, ofand ~~the~~only ~~Sarbanes-Oxley~~facial landmark ~~Act,~~values ~~which~~are ~~requires~~captured ~~companies~~rather tothan ~~receive~~facial animages ~~outside~~themselves, ~~auditor's~~in ~~attestation~~order ~~regarding~~to ~~the~~eliminate ~~issuer's~~privacy ~~internal controls~~concerns.

~~Offering~~The ~~Requirements~~DTHR-ALZ product

InDTHR-ALZ ~~addition,~~is ~~during~~a development-stage medical device that has been granted Breakthrough Device designation by the ~~IPO~~FDA ~~offering~~for ~~process~~the mitigation of the symptoms of agitation and depression associated with Alzheimer's disease. DTHR-ALZ utilizes aspects of the ReminX platform, ~~emerging~~but ~~growth~~is ~~companies~~a ~~are~~distinct ~~exempt~~product ~~from:~~with distinct intended use.

●Our ~~Restrictions~~management anticipates that DTHR-ALZ will be the first non-pharmacological prescription treatment for the symptoms of Alzheimer’s disease, and it is expected be used primarily in the senior living, skilled nursing, and home care/home health sectors. Artificial intelligence and additional biofeedback capabilities are under development that are expected to enable facial expressions to be detected, for the system to learn from the patient’s usage of the product, and for the content to be adjusted automatically in response to the biofeedback. This automated biofeedback loop is expected to enable the therapeutic device to focus on ~~analyst~~positive ~~research~~memories ~~prior~~and to personalize and ~~immediately~~optimize ~~after~~the content for each patient. Further, management anticipates that the ~~IPO~~overall hardware and software design will enable high quality Reminiscence Therapy to be delivered frequently, ~~even~~consistently, ~~from~~and anwith minimal investment ~~bank~~of ~~that~~time and resources by caregivers. The goal is ~~underwriting~~to ~~the~~provide ~~IPO;~~a more effective form of Reminiscence Therapy.

●DTHR-ALZ ~~Certain~~was ~~restrictions~~granted Breakthrough Device designation by the FDA on ~~communications~~August 20, 2018. Under the Breakthrough Devices program, a provision of the 21st Century Cures Act, the FDA works with medical device developers to ~~institutional~~expedite ~~investors~~development ~~before~~assessment ~~filing~~and review in order to give patients more timely access to diagnostic and therapeutic medical devices. According to the ~~IPO~~FDA, ~~registration~~a ~~statement;~~“Breakthrough Device” is a medical device that may be more effective at treating or diagnosing a life-threatening or irreversibly debilitating disease or condition compared to the current standard of care and the device meets at least one of the following criteria: (1) represents a breakthrough technology; (2) no approved or cleared alternatives exist; (3) offers clinically significant advantages over existing approved or cleared alternatives; or (4) the availability of the device is in the best interest of patients. To our knowledge, we are only the second digital therapeutics company to obtain Breakthrough Device designation from the FDA. We are currently working with our outside advisors to determine the appropriate next steps relating to accelerating development of the DTHR-ALZ product.

● The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."

Other Public Company Requirements

Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:

● The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;

● Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and

● The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.

DESCRIPTION OF PROPERTY

We do not currently own any real property. Our corporate offices are located at 108 Dnipropetrovska doroha, Apt 110, Odesa, Ukraine 65000. Mr. Kaspruk is providing us this office space free of charge. This location will serve as our primary executive offices for the foreseeable future. Management believes the current premises arrangements are sufficient for its needs for at least the next 12 months.

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

~~DIRECTOR,~~Recent ~~EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON~~Developments

~~The~~ReminX ~~names,~~Commercial ~~ages~~Rollout ~~and titles of our executive officer and director is as follows:~~

Name		Age		Position
Igor Kaspruk		47		President, Secretary, Treasurer and Director

~~Igor~~Along ~~Kaspruk has~~with ~~served~~the asinitial ~~our President~~rollout, ~~Treasurer~~we ~~and~~commenced sales ~~Director~~using ~~since~~the ~~our~~Direct-Response ~~formation~~Consumer onHealth ~~December~~(DRCH) 27model, ~~2012.~~described ~~Since~~in ~~2000,~~“Business ~~Mr.~~– Business ~~Kaspruk~~Model” ~~has been self-employed operating a footware distribution company in Ukraine~~below.

~~Mr.~~Breakthrough ~~Kaspruk`s~~Designation ~~vast knowledge, communication skills and passion~~ for ~~entrepreneurship~~DTHR-ALZ ~~led to our conclusion that Mr. Kaspruk should be serving as a member of our Board of Directors.~~Product

~~During~~As discussed above, on August 20, 2018, the ~~past~~FDA ~~ten~~granted ~~years~~Breakthrough Device designation to our development-stage product, MrDTHR-ALZ. ~~Kaspruk~~The ~~has~~Breakthrough ~~not~~Device ~~been~~designation ~~the~~applies ~~subject~~only to ~~any~~our ofdevelopment-stage product, ~~the~~DTHR-ALZ, ~~following~~and ~~events:~~does not apply to our ReminX product.

1.Under ~~Any~~the ~~bankruptcy~~Breakthrough ~~petition~~Devices ~~filed~~program, bya orprovision ~~against~~of ~~any~~the ~~business~~21st Century ofCures ~~which~~Act, Mrthe FDA works with medical device developers to expedite regulatory review in order to give patients more timely access to a Breakthrough Device. ~~Kaspruk~~A ~~was~~“Breakthrough Device” is a ~~general~~device ~~partner~~that ormay ~~executive~~be ~~officer~~more ~~either~~effective at ~~the~~treating ~~time~~or ofdiagnosing a ~~the~~life-threatening ~~bankruptcy~~ or ~~within~~irreversibly ~~two~~debilitating ~~years~~disease ~~prior~~or condition compared to ~~that~~the ~~time~~current standard of care.

2.As ~~Any~~noted ~~conviction~~above, inwe aare ~~criminal~~currently ~~proceeding~~working orwith ~~being~~our ~~subject~~outside advisors to adetermine ~~pending~~the ~~criminal~~appropriate ~~proceeding~~next steps relating to accelerating development of the DTHR-ALZ product.

3.Market AnOverview order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Kaspruk’s involvement in any type of business, securities or banking activities.

4.The ~~Found~~United byStates apopulation ~~court~~is ~~of competent jurisdiction (in a civil action)~~rapidly aging, ~~the~~with ~~Securities~~21% ~~and~~of ~~Exchange Commission or~~ the ~~Commodity~~population, ~~Future Trading Commission to have violated a federal~~ or ~~state~~74 ~~securities~~million ~~or commodities law~~people, ~~and~~expected ~~the~~to ~~judgment~~be ~~has~~older ~~not~~than ~~been~~65 ~~reversed,~~by ~~suspended or vacated~~2030.

5.Social Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;Isolation

6.Social ~~Was~~Isolation ~~found~~is byestimated ato ~~court~~impact up to 50% of ~~competent~~seniors, ~~jurisdiction~~and loneliness has been shown to affect approximately one-third of adults later in alife. ~~civil~~Social ~~action~~isolation in orolder byadults ~~the~~is ~~Commission~~estimated to be associated with $6.7 billion in added Medicare spending annually. Social Isolation and loneliness can have ~~violated~~a ~~any~~significant ~~Federal~~impact oron ~~State~~health ~~securities~~and ~~law~~quality of life, ~~and~~with ~~the~~health ~~judgment~~risks incomparable ~~such~~to ~~civil~~smoking, ~~action~~obesity, orhigh ~~finding~~blood pressure, and high cholesterol. Prolonged isolation has been estimated by the ~~Commission~~AARP ~~has~~to ~~not~~be ~~been~~equivalent ~~subsequently~~to ~~reversed,~~smoking ~~suspended~~15 cigarettes a day, orand ~~vacated;~~in another study it was shown to increase the likelihood of mortality by more than 25%.

Social Isolation in older adults has been associated with decreased resistance to infection, cognitive decline and mental health conditions such as depression and dementia, increased numbers of falls, increased emergency department admissions, longer hospital stays and delayed discharges, increased drinking and smoking, sedentary lifestyle, and poor nutrition. Unfortunately, there are no interventions that have been shown to be effective in reducing Social Isolation or loneliness on a large scale.

Alzheimer’s Disease and Other Dementias

There are more than 5 million Americans suffering from Alzheimer’s disease and related dementias. The cost of care for dementia patients is expected to quadruple from $277 billion in 2018 to more than $1.1 trillion in 2050. Dementia is also a growing problem for the military, and veterans with traumatic brain injury (TBI) in particular have been shown to have an increased risk of developing dementia.

7.According ~~Was~~to the ~~subject~~Alzheimer’s Association, Alzheimer’s dementia “is the only top 10 cause of death that cannot be prevented, cured or aeven ~~party~~slowed.” There are currently four drugs that are FDA approved to treat the symptoms of Alzheimer’s disease, ~~any~~but ~~Federal~~they orhave ~~State~~shown ~~judicial~~only ormoderate and ~~administrative~~short-term ~~order,~~benefits ~~judgment,~~on ~~decree,~~a orlimited ~~finding~~number of symptoms. Most high-profile Alzheimer’s drugs under development have had disappointing results, ~~not~~leading ~~subsequently~~some ~~reversed~~of these companies to abandon Alzheimer’s research altogether. For these reasons, ~~suspended~~organizations orsuch as ~~vacated~~the Alzheimer’s Association and National Institute of Aging have been increasingly focusing on non-pharmacological approaches that can target mood and physiological distress, ~~relating~~rather than on pharmacological approaches that slow the progression of cognitive deficits. The Alzheimer’s Association specifically states that “non-pharmacologic approaches should be tried as a first-line alternative to anpharmacologic ~~alleged~~therapy ~~violation~~for the treatment of: behavioral and psychotic symptoms of dementia.”

i.What ~~Any~~is ~~Federal~~Digital ~~or State securities or commodities law or regulation; or~~Therapeutics?

~~ii.~~The ~~Any~~term ~~law~~“Digital orTherapeutics” refers ~~regulation~~to ~~respecting~~using ~~financial~~a ~~institutions~~digital system to treat or ~~insurance~~impact ~~companies~~a ~~including~~medical condition, ~~but~~much ~~not~~as ~~limited~~one tomight use a drug, a ~~temporary~~human counselor, or ~~permanent~~surgery. Digital ~~injunction,~~Therapeutics ~~order~~provide ofinformation ~~disgorgement~~and orcan ~~restitution,~~be ~~civil~~used ~~money~~alongside ~~penalty~~face-to-face orphysician ~~temporary~~consultancy. orMany ~~permanent~~digital ~~cease-~~therapeutics initiatives can be used to support treatment as well as function as lifestyle tools to help manage health and well-~~desist~~being. ~~order~~As such, Digital orTherapeutics ~~removal~~technologies orare ~~prohibition~~used ~~order;~~both oras stand-alone and in combination with conventional therapies.

~~iii~~The goal of Digital Therapeutics is to mirror an effective treatment already in use through the use of software technology, and to scale it to a large patient population. Digital ~~Any~~Therapeutics ~~law~~have orbeen ~~regulation~~proposed ~~prohibiting~~for ~~mail~~chronic orcondition ~~wire~~management, ~~fraud~~behavior ormanagement, ~~fraud~~acute intervention, and other uses. Our management believes that ReminX is ideally positioned to be used as a Digital Therapeutics tool in ~~connection~~the field of Reminiscence Therapy to work with ~~any~~patients ~~business~~with ~~entity;~~Dementia and/or Social Isolation in both inpatient and at home settings.

8.What ~~Was~~is the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Reminiscence Therapy?

~~Term~~Mosby’s ofMedical ~~Office~~Dictionary defines Reminiscence Therapy as:

~~Directors~~“A ~~serves~~psychotherapeutic technique ~~for~~in awhich ~~term~~self-esteem onand ~~our~~personal ~~Board~~satisfaction ofare ~~Directors~~restored, ~~that~~particularly ~~expires~~in ~~until~~older ~~the next annual meeting of shareholders~~persons, ~~until~~by ~~his~~encouraging ~~successor~~patients ~~shall~~to review ~~have~~past ~~been~~experiences ~~elected and the provisions~~ of ~~the~~a ~~Nevada~~pleasant ~~Revised Statues~~nature. ~~Officers~~It ~~are~~is ~~appointed~~used byin ~~our~~Alzheimer's ~~Board~~disease ofwhen ~~Directors~~initially ~~and~~long-term ~~hold~~memory ~~office~~stores ~~until~~are ~~removed~~more intact bythan ~~the~~short-term ~~Board~~and orin ~~until~~other ~~their~~forms ~~resignation~~of dementia.”

~~Committees~~Reminiscence Therapy typically involves the discussion of past activities, events and experiences with another person or group of people, usually with the ~~Board~~aid of Oftangible ~~Directors~~prompts such as photographs, household and other familiar items from the past, music and archive sound recordings. Reminiscence Therapy groups may involve group meetings in which participants are encouraged to talk about past events at least once a week. Reminiscence Therapy may also involve individual sessions, in which the person is guided through life experiences, encouraged to evaluate them, and may produce a life story book. Family caregivers are increasingly involved in reminiscence therapy.

WeReminiscence doTherapy ~~not~~has been ~~presently~~shown in published clinical studies to have a ~~separately~~positive ~~constituted~~impact ~~audit~~on ~~committee~~mood and cognitive performance in individuals with Alzheimer’s or other dementias, ~~compensation~~as ~~committee~~well as in older adults with Social Isolation. Specifically, ~~nominating~~Reminiscence ~~committee~~Therapy has been found to reduce depression, ~~executive~~apathy, ~~committee~~agitation, orand ~~any~~loneliness, ~~other~~while ~~committees~~improving cognitive performance, behavioral functioning, mood, communication, interaction, quality of ~~our~~life, ~~Board~~life satisfaction, well-being, self-esteem, activities of ~~Directors~~daily living, and social activities. ~~Nor~~The Alzheimer’s doAssociation’s we2018 ~~have~~Dementia anCare ~~audit~~Practice ~~committee~~Recommendations ~~“financial~~describes ~~expert.”~~Reminiscence AsTherapy ~~such,~~as ~~our~~an ~~entire~~evidence-based therapy ~~Board~~that is “one of ~~Directors~~the ~~acts~~most aspopular ~~our~~psychosocial ~~audit~~interventions ~~committee~~in dementia care” and ~~handles~~with ~~matters~~potential ~~related~~benefits to mood, ~~compensation~~depression, and ~~nominations~~agitation ofor ~~directors~~distress.

~~Potential~~The ~~Conflicts~~“continuity theory” is believed to be the theoretical basis for the success of ~~Interest~~Reminiscence Therapy. “The elderly use the familiar knowledge, skills, and strategies to develop stable patterns of activity and adapt to aging. Remote memory, within which reminiscence processes occur, is usually the last system to deteriorate in the elderly. Increased use of remote memory in older adults improves general cognitive function.”

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors, both of whom also serve as officers of the Company. Thus, there is an inherent conflict of interest.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 5000(a)(19) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that Mr. Kaspruk is not “independent” within the meaning of such rules.

~~Significant~~The ~~Employees~~primarily challenge to Reminiscence Therapy is that it is highly labor intensive and is impractical to deliver on a daily basis. It is costly for paid caregivers to devote time to one-on-one or group therapy sessions. Similarly, it is burdensome on family caregivers to provide Reminiscence Therapy to their loved one, both due to the time commitment and the highly repetitive nature of delivering Reminiscence Therapy.

WeDigital ~~have~~Therapeutics ~~no employees. Our sole officer~~ and ~~director,~~Reminiscence Therapy ~~Igor Kaspruk, currently devotes approximately 20 hours per week to Company matters.~~

~~Stockholder~~Our ~~Communications~~goal ~~with~~is to apply the ~~Board~~concepts of ~~Directors~~digital therapeutics to replicate and improve upon Reminiscence Therapy and to make the intervention scalable for the first time. This approach is expected to enable Reminiscence Therapy to be provided more frequently, with more consistency, in a more personalized manner, and with minimal investment of time and resources.

WeUse ~~have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board~~ of ~~Directors.~~ReminX ~~Nevertheless,~~in ~~every effort will be made to ensure that~~ the ~~views~~Context of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.Reminiscence Therapy

~~EXECUTIVE~~Our ~~COMPENSATION~~digital therapeutic approach to Reminiscence Therapy is intended to allow caregivers to digitally deliver photos, videos, and audio narration from their smartphones as a way to share memories with loved ones who are suffering from Social Isolation or dementia. This digital content automatically begins to play as calming, positive, and personalized stories when the patient lifts the customized ReminX tablet from its docking station. Unlike traditional Reminiscence Therapy, there are no structured time requirements or one-on-one administration needed to deliver the therapy.

~~MANAGEMENT~~Multiple ~~COMPENSATION~~family members can create digital “stories” through the ReminX platform. The digital stories are stored in the cloud and can be accessed at any time by the patient, either alone or with a caregiver. The ReminX technology makes creating the stories easy, guiding the user by asking for photos, videos, voice narration, and music selections via text message, mobile app, or web app. ReminX then organizes and delivers the content, and prompts the creation of additional and related stories.

~~The~~For ~~following~~example, ~~table~~a ~~sets~~family ~~forth~~member may ~~information~~be ~~concerning~~asked ~~annual~~to text a photo of the family home and ~~long-term~~to ~~compensation~~provide audio narration about their memories of the ~~Company~~home ~~for~~using by leaving a voicemail on a dedicated concierge phone number. The Platform will link the ~~fiscal~~audio ~~year~~narration ~~ended~~to ~~July~~that 31photo so that when the patient picks up the tablet, ~~2013~~the narrated story will play over the photo automatically. ReminX also prompts the family member to include photos and stories from different categories, ~~for~~including ~~its~~places ~~executive~~the ~~officer~~patient has lived, neighborhood friends, and other family members. Because the photos and stories are stored in the cloud, multiple family members can work together to create a library of stories that the patient can watch, listen to, and enjoy repeatedly.

~~Summary~~We ~~Compensation~~believe ~~Table~~that our engineers have made the Platform user-friendly, both on the content-creation side (for the caregiver), and on the content-viewing side (for the patient). There is no user interface for the patient on the content-viewing side. Patients will be given a tablet with no menus or buttons on the screen; a patient simply picks up the tablet to begin viewing stories. Overcoming the possible fear of new technology by a patient is almost entirely circumvented. Family members and caregivers can help the patient to start viewing, but can attend to other duties while the patient watches and listens. On the content-creation side, the caregiver can provide digital content using the approach that is most convenient to each individual caregiver, including text message, voicemail, mobile app (on their iOS/Android device), and web app (on a computer). An AI chatbot guides the caregiver through the process on the text message and mobile app platforms.

Name and Principal Position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation($)				Nonqualified Deferred Compensation($)				All Other Compensation($)				Total ($)
Igor Kaspruk (1)		2013			0				0				0				0				0				0				0				0

Proof of Concept Study

~~_________~~A proof of concept study was performed with the University of California, San Diego (“UCSD”), for the in-home use of ReminX for individuals with mild to moderate dementia. The study examined the impact of ReminX digital therapeutic software system on emotional functioning in 14 patients with dementia and their caregivers. Patients were recruited from an outpatient neuropsychological clinic at UCSD, and were evaluated in their home and given questionnaires assessing their levels of depression, anxiety, and overall emotional distress. Patients then viewed the stories and immediately after were re-assessed using the same set of questionnaires.

(1) President, Secretary, Treasurer and Director.

~~Employment~~Results ~~Agreements~~indicated that patients reported significantly less anxiety, ~~Termination~~depression, ofand ~~Employment~~overall emotional distress after having viewed their story. Furthermore, patient’s ~~Change-~~caregivers also reported that the patient appeared less emotionally distressed. The effect sizes for the significant results were typically large and ranged from 0.76 to 0.91, suggesting that digital therapeutic software can have an immediate and positive impact on emotional functioning in patients with dementia. In~~-Control~~ ~~Arrangements~~addition, the accessibility and ease of use of the software system suggests that this technology holds great promise for bringing important aspects of Reminiscence Therapy to patients with dementia who are suffering from various mood symptoms.

~~There~~The isstudy ~~currently~~results nowere presented ~~employment~~at orthe ~~other~~40th ~~contract~~Annual orInternational ~~arrangement~~Conference ~~with~~of ~~our~~the ~~officer.~~IEEE ~~There~~Engineering ~~are~~in noMedicine ~~compensation~~and ~~plans~~Biology orSociety ~~arrangements~~(“EMBC18”), in ~~including~~Honolulu ~~payments~~on toJuly ~~be made by us~~20, ~~with respect to an officer that would result from their resignation~~2018, ~~retirement~~and orhave ~~other~~been ~~termination~~published ~~from us. There are no arrangements for our officer that would result from a change-~~in~~-control.~~ ~~Our officer has received no monetary compensation since our inception to~~ the ~~date~~EMBC18 ofconference ~~this prospectus~~proceedings.

~~Stock~~Scale ~~Option~~of ~~Grants~~the Markets (United States)

WeOur domanagement ~~not~~believes that ~~currently~~the ~~have~~potential amarket ~~stock~~for ~~option~~Digital ~~plan~~Therapeutic ~~nor~~products ~~any~~targeting ~~long-term~~the ~~incentive~~elderly ~~plans~~and ~~that~~those ~~provide~~with ~~compensation~~neurodegenerative ~~intended~~diseases ~~to serve~~ such as anDementia ~~incentive~~are ~~for~~significant, ~~performance.~~and Nowill ~~individual~~continue ~~grants of stock options or other equity incentive awards have been made~~ to ~~our~~grow ~~officers~~for orthe ~~directors~~foreseeable ~~since our inception; accordingly, none were outstanding at July 31, 2013~~future.

~~There~~As ~~are~~of ~~no annuity~~2018, ~~pension~~we orbelieve that ~~retirement~~our ~~benefits~~addressable ~~proposed~~market toinclusive beof ~~paid~~socio-economic tostatus, ~~the~~age ~~officer~~and orintended ~~director~~use/clinical orindications ~~employees~~is inapproximately ~~the~~10 ~~event~~million people ofand ~~retirement~~growing atrapidly ~~normal~~as ~~retirement~~the ~~date~~baby ~~pursuant~~boomer togeneration ~~any~~continues ~~presently existing plan provided or contributed~~ to byage into the ~~company~~targeted ~~or any of its subsidiaries, if any~~demographic.

~~Director~~The ~~Compensation~~market can be derived from two sets of data: aging demographics and cost of care figures. Highlights of the market opportunities include:

The following table sets forth director compensation as of July 31, 2013:

-	General Demographics:
		o	In 2010, the American Association of Retired Persons (AARP) did a nationally representative study in 2010 and found that about 40% of seniors are lonely or feel socially isolated
		o	The 70+ population in the United States, which is expected to grow faster than any other age group—from 28 million in 2010 to 53 million by 2030
			Source: https://finance.yahoo.com/news/trilogy-capital-group-aeon-partners-140951456.html

Name

Fees Earned Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Alzheimer’s Association Facts and Figures:

Igor Kaspruk (1)

5.7 million Americans living with Alzheimer’s and by 2050, the number is projected to nearly triple and rise to 14 million

For 2018, total payments for health care, long-term care and hospice are estimated to be $277 billion, of which $186 billion were Medicare and Medicaid payments. By 2050, the projected cost to society will be $1.1 trillion (In 2018 dollars)

Source: https://www.alz.org/facts/

~~______~~We believe that the current estimated addressable market is a reasonable figure, and that with the mixture of continued aging of America’s largest generation and our research and development of scalable therapies for additional indications, the addressable market will expand heavily in the coming years.

~~(1)~~Business ~~President, Secretary, Treasurer and Director.~~Model

We ~~have~~expect ~~not~~to ~~compensated~~market ~~our~~and sell ~~director for his service on~~ our ~~Board~~initial ofproduct ~~Directors~~ReminX ~~since~~through ~~our~~five ~~inception.~~possible ~~There~~sales ~~are no arrangements pursuant to which a director will be compensated in the future for any services provided as a director~~channels.

Direct-Response Consumer Health (DRCH)

The primary near-term sales channel we are pursuing is the Direct-Response Consumer Health (DRCH) channel, starting with the initial rollout of the ReminX Product in the third fiscal quarter of 2018. We plan to market the ReminX Product directly to the family members and caregivers of individuals who may be suffering from Social Isolation or several neurodegenerative diseases such as Dementia. ReminX is a subscription service with a recurring monthly fee or an annual fee.

~~CERTAIN~~A ~~RELATIONSHIPS~~this ~~AND~~time, ~~RELATED~~those ~~TRANSACTIONS~~who wish to purchase the ReminX Product have three payment options: (1) $299 annually; (2) $99 up front and $33/month thereafter; or (3) a six-month contract at $33/month, and $33/month thereafter. The subscription will include unlimited access to the ReminX concierge text messaging service and Family App (no limit to users) and a Tablet/Docking System. It is expected that the ReminX Tablet/Docking System hardware will be owned by customers who pay annually (option 1). The hardware will be leased to the monthly subscribers (options 2 and 3) and must be returned if service is discontinued.

OnWe ~~July~~feel ~~10,~~the ~~2013,~~mechanism by which we ~~offered~~execute ~~and~~this ~~sold~~specific tosales ~~Igor~~channel ~~Kaspruk,~~is ~~our~~somewhat ~~President,~~proprietary ~~Secretary,~~and ~~Treasurer~~appears ~~and~~very ~~Director,~~unique ato ~~total~~the ofspace ~~4,000,000~~in ~~shares~~which ofwe ~~common~~operate. Our ~~stock~~management ~~for~~believes athat ~~purchase~~successful ~~price~~execution of ~~$0.001~~this ~~per~~sales ~~share,~~channel ~~for~~would ~~aggregate~~give ~~proceeds~~us ofa ~~$4,000~~competitive advantage over other potential competitive products.

~~Besides~~Senior ~~the~~Living/Revenue Shares ~~purchase~~- ofInstitutional shares as discussed above and the loans disclosed in the table below, we have not entered into any other transaction, nor are there any proposed transactions, in which our director and officer, or any significant stockholder, or any member of the immediate family of any of the foregoing, had or is to have a direct or indirect material interest.Sales

~~Our~~The ~~officer~~second channel we intend to explore is the marketing of the product directly to Senior Living/Long Term Care management firms such as Independent Living (IL), Assisted Living (AL), Memory Care (MC), and ~~director~~Adult ~~may~~Day Care (ADC) businesses. ReminX is expected to be ~~considered~~offered ato ~~promoter~~these ofinstitutions in larger quantities at volume pricing, which the ~~Company~~institutions ~~due~~can then offer to ~~his~~their ~~participation~~customers directly. Management plans to test this model with institutions in ~~and~~this ~~management~~sector ofto determine whether ReminX leads to improved patient care, caregiver satisfaction, or economic benefits to the ~~business~~institutions ~~since~~themselves. ~~our~~If ~~incorporation~~management decides to pursue this sales channel, we expect to pursue it using direct contract-sales representatives.

~~SECURITY~~Home Care ~~OWNERSHIP~~and OFHome ~~CERTAIN~~Health ~~BENEFICIAL~~– ~~OWNERS~~Institutional ~~AND MANAGEMENT~~Sales

The ~~following~~third ~~information~~channel ~~table~~we ~~sets~~intend to ~~forth~~explore ~~certain~~is ~~information~~the ~~regarding~~marketing ~~our~~of ~~common~~the ~~stock~~product ~~owned~~directly onto ~~July~~Home 31Care and Home Health management firms. We expect ReminX to be attractive to this market segment due to the increasing interest in “aging in place.” Home Care is a service provided by caregivers, usually ~~2013~~called home care aides, who are trained to assist seniors with activities of daily living and companionship. Home health care is clinical medical care provided by ~~(i)~~a ~~each~~registered ~~person~~nurse, ~~who~~occupational therapist, physical therapist or other skilled medical professionals, and is ~~known~~often prescribed as part of a care plan following a hospitalization. Home Health may be covered by ~~the~~Medicare, Medicaid, ~~Company~~or private pay, whereas Home Care is typically covered by private pay. ReminX is expected to ~~own~~be ~~beneficially~~offered ~~more~~to ~~than~~these 5%service providers ofin ~~its~~larger ~~outstanding~~quantities ~~Common~~at ~~Stock~~volume pricing, ~~(ii)~~which ~~each~~the ~~director~~service ~~and~~provider ~~officer~~can then offer to their customers directly. Management plans to test this model with service providers in this sector to determine whether ReminX leads to improved patient care, ~~and~~caregiver satisfaction, ~~(iii)~~or ~~all~~economic ~~officers~~benefits ~~and~~to ~~directors~~the asservice aproviders ~~group:~~themselves. If management decides to pursue this option, we expect to pursue it through direct contract-sales representatives.

Name and Address of Beneficial Owner (1)(2)	Amount and Nature of Beneficial Ownership	Percentage (3)
Igor Kaspruk President, Secretary, Treasurer and Director	4,000,000 shares of common stock		100	%
All Directors and Officers as a Group (1 persons)	4,000,000 shares of common stock		100	%

Skilled Nursing/Cost Savings – Institutional Sales

~~___________~~Skilled Nursing Facilities (SNFs) operate with a different business model from those of IL, AL, and MC communities (collectively, “IL/AL/MC”) and, as such, cost-savings, specifically improving labor efficiency, is possibly the single highest priority for operators in this space. We intend to explore whether we believe that ReminX, with expanded use, can indeed reduce overtime costs, staff turnover, and improve quality scores within SNFs. If Management believes that we can demonstrate improvement, then we intend to directly market the product to SNFs as a cost saving service via contract sales force pursuing the IL/AL/MC channel.

~~(1)~~FDA ~~Unless~~Approved ~~otherwise indicated, the stockholder listed possesses sole voting~~ and ~~investment~~Reimbursed Medical ~~power~~Claims ~~with respect to the shares shown, subject to applicable community property laws, and the mailing address for each beneficial owner is 108 Dnipropetrovska doroha, Apt 110, Odesa, Ukraine 65000.~~

~~(2)~~We A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power intend to ~~vote,~~develop oradditional toproducts ~~direct~~beyond ~~the~~ReminX. ~~voting~~Some of ~~shares;~~these ~~and~~products ~~(ii)~~may ~~investment~~seek ~~power,~~specific ~~which~~medical ~~includes~~claims ~~the~~related ~~power~~ to ~~dispose~~treating ~~or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if~~Alzheimer’s disease, ~~for example~~dementia, ~~persons share the power to vote~~ or ~~the~~other ~~power to dispose of the shares)~~conditions. InThese ~~addition,~~products ~~shares~~may ~~are~~require ~~deemed~~FDA toclearance beor ~~beneficially~~approval ~~owned~~and bymay alead ~~person if the person has the right~~ to ~~acquire~~reimbursement from ~~the~~third-party ~~shares (for example~~payors, ~~upon~~including ~~exercise of an option) within 60 days of~~ the ~~date~~Centers asfor ofMedicare ~~which~~& ~~the~~Medicaid ~~information~~Services ~~is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person~~ (~~and only such person~~CMS) byor ~~reason~~private ~~of these acquisition rights. As a result~~payors, ~~the~~although ~~percentage~~there ofcan be ~~outstanding~~no ~~shares~~guarantee ofthat ~~any~~we ~~person~~will asbe ~~shown~~successful in ~~this~~obtaining ~~table~~such ~~does~~clearance ~~not~~or ~~necessarily~~approval ~~reflect the person’s actual ownership~~ or ~~voting power with respect to the number~~ of ~~shares~~obtaining ofreimbursement ~~common~~from ~~stock~~these ~~actually outstanding on the date of this prospectus~~payors. ~~As of the date of this prospectus, there were 4,000,000 shares of our common stock issued and outstanding.~~

~~(3)~~Our ~~Based~~management onanticipates 4that our development-stage product,~~000~~ DTHR-ALZ,~~000~~ ~~shares~~will ofbe ~~common~~a ~~stock~~medical ~~outstanding~~device asthat will seek to make medical claims. Therefore, FDA clearance or approval will be required before marketing this product. On August 20, 2018, the FDA granted Breakthrough Device designation to this product. Under the Breakthrough Devices program, a provision of the ~~date~~21st Century Cures Act, the FDA works with medical device developers to expedite regulatory review in order to give patients more timely access to a Breakthrough Device. A “Breakthrough Device” is a device that may be more effective at treating or diagnosing a life-threatening or irreversibly debilitating disease or condition compared to the current standard of ~~this~~care. ~~prospectus~~CMS and/or private payor reimbursement will be sought for DTHR-ALZ and potentially other products.

~~PLAN~~Other OFTherapeutic ~~DISTRIBUTION~~Uses

~~Songbird~~We ~~Development~~are ~~Inc.~~already ~~has~~exploring other ~~4,000,000~~applications ~~common shares~~ of ~~common stock issued and outstanding as of~~ the ~~date~~platform oftargeting ~~this~~other ~~prospectus.~~indications ~~The~~with ~~Company~~patients isthat ~~registering~~could anbenefit ~~additional~~from ~~of 2,000,000 shares of its common stock for sale at~~ the ~~fixed~~core ~~price~~technology, some of ~~$0.04~~which ~~per~~may ~~share~~be ~~for~~able ~~the duration of the offering. There is no arrangement~~ to ~~address~~be ~~the~~pursued ~~possible~~using ~~effect of~~ the ~~offering~~same onsales ~~the~~channels ~~price~~listed ~~of the stock~~above.

InIntellectual connection with the Company’s selling efforts in the offering, Igor Kaspruk will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Kaspruk is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Kaspruk will not be compensated in connection with her participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Kaspruk is not, nor has he been within the past 12 months, a broker or dealer, and he has not, nor have has been within the past 12 months, associated persons of a broker or dealer. At the end of the offering, Mr. Kaspruk will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Kaspruk will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).Property

~~Songbird~~As ~~Development~~of August 2018, ~~Inc.~~we ~~will~~had ~~receive~~one ~~all~~patent ~~proceeds~~issued in ~~from~~ the ~~sale~~United ofStates; ~~the~~three ~~2,000,000~~patent ~~shares~~pending ~~being~~applications ~~offered.~~in ~~The~~the ~~price~~United ~~per~~States; ~~share~~one isPCT ~~fixed~~application; atand ~~$0.04~~two ~~for~~provisional applications filed in the ~~duration~~United ofStates, ~~this~~all ~~offering.~~relating ~~Although~~to our ~~common~~core ~~stock~~technology. isWe ~~not~~acquired ~~listed~~an onissued apatent ~~public~~from ~~exchange~~Seniors orin ~~quoted over-the-counter~~Touch, weU.S. ~~intend~~Patent No. to7,721,946 ~~seek~~“Senior toCitizen ~~have~~Communication ~~our~~System,” ~~shares~~which ofbroadly ~~common~~covers ~~stock quoted on~~ the ~~Over-the~~use ~~Counter~~of ~~Bulletin~~technologies ~~Board.~~to Incommunicate ~~order~~with seniors toin besenior ~~quoted~~living onfacilities via the ~~OTC~~internet. ~~Bulletin Board~~Subsequently, aseveral ~~market~~additional ~~maker~~patent ~~must~~applications ~~file~~and anprovisional ~~application~~applications were onfiled ~~our~~that ~~behalf~~describe ~~in order to make a market for~~ our ~~common~~core ~~stock.~~platform ~~There~~technology ~~can~~and berelated nofeatures, ~~assurance~~functions, ~~that~~and auses, ~~market~~as ~~maker~~well ~~will~~as ~~agree to file~~ the ~~necessary~~hardware ~~documents~~design and ~~with~~functionality. ~~FINRA,~~These ~~nor~~patent ~~can~~applications ~~there~~and beprovisional ~~any~~applications ~~assurance~~cover ~~that~~uses ~~such~~both anat ~~application~~home ~~for~~and ~~quotation~~in ~~will~~senior beliving ~~approved~~facilities.

~~The~~In ~~Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further~~summary, the ~~Company~~following ~~will~~patent ~~not~~applications have ~~offer~~been its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.04 per share.filed:

In• ~~order~~U.S. toPatent ~~comply~~No. ~~with the applicable securities laws of certain states~~7,721,946 ~~the~~– ~~securities~~SENIOR ~~will~~CITIZEN beCOMMUNICATION offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Songbird Development , Inc. has complied.SYSTEM

In• ~~addition~~U.S. ~~and~~Patent ~~without~~Application ~~limiting~~No. ~~the~~20180052654 ~~foregoing,~~– ~~the~~STORY ~~Company~~CAPTURE ~~will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.~~SYSTEM

~~Offering~~• ~~Period~~PCT ~~and~~Application ~~Expiration~~No. ~~Date~~WO 2016/145408 – STORY CAPTURE SYSTEM

~~This~~• ~~offering will start on the date that this registration statement is declared effective by the SEC and continue for a period of one year~~U. ~~The offering shall terminate on the earlier of the date when the sale of all 2,000,000 shares is completed or 180 days~~S. WePatent ~~will~~Application ~~not~~2018/0177973A1 ~~accept~~- ~~any~~THERAPEUTIC ~~money~~USES ~~until~~OF ~~this~~DIGITAL ~~registration~~STORY ~~statement~~CAPTURE ~~is declared effective by the SEC.~~SYSTEMS

~~Procedures~~• ~~for~~U.S. ~~Subscribing~~Patent Application (Unpublished) - ELECTRONIC DEVICE AND DOCKING STATION

IfTwo ~~you~~provisional ~~decide~~patent toapplications ~~subscribe~~have ~~for~~also been ~~any~~filed, ~~shares~~and intrademark ~~this~~applications ~~offering,~~have ~~you~~been ~~must~~filed for the words “DTHERA” and “REMINX.”

~~- execute and deliver a subscription agreement; and~~Network

Substantially all of our communications, network and the computer hardware used to operate our websites are co-located ~~deliver~~in a ~~check~~third-party facility. In addition, we use a combination of third-party, Internet-based or ~~certified~~cloud ~~funds~~computing services and off-site backup services in connection with our business operations and our disaster recovery systems. We have designed our websites to usbe highly available, secure and cost-effective using a variety of proprietary software, third-party services and freely available and commercially supported tools. We can scale to accommodate increasing numbers of registered users by adding relatively inexpensive industry-standard software. We use encryption technologies and certificates for ~~acceptance~~secure ortransmission ~~rejection~~of personal information between users and our websites.

~~All checks for subscriptions must be made payable to “Songbird Development Inc.”~~Competition

~~Right~~Dthera takes its name from the term “Digital Therapeutics.” Digital Therapeutics (sometimes called “software-as-a-drug”) is a new subsection of digital health that strives to ~~Reject~~directly ~~Subscriptions~~deliver a therapy via use or interaction with software technology. The goal of Digital Therapeutics is to mirror an effective treatment already in use but to do so through the use of technology to scale to a large patient population, thereby amplifying doctors’ and nurses’ care, changing patient behavior, and most importantly, reducing cost of care.

WeUnfortunately, pharmaceutical approaches to Alzheimer’s disease have not been particularly successful, with many high profile drugs providing disappointing results. For this reason, there has been a renewed focus on non-pharmaceutical approaches, including Digital Therapeutics, that can target mood and physiological distress, rather than on pharmaceutical approaches that slow the ~~right~~progression toof ~~accept~~cognitive ordeficits. ~~reject~~Various non-pharmacological ~~subscriptions~~approaches inhave ~~whole~~been developed or inare ~~part~~under development, ~~for~~with ~~any~~limited ~~reason~~acceptance oras ~~for~~of nothe ~~reason~~date of this prospectus. Digital ~~All~~reminiscence ~~monies~~therapy ~~from~~products ~~rejected~~include ~~subscriptions~~personalized ~~will~~music beplatforms, ~~returned~~virtual ~~immediately~~reality byplatforms usto transport seniors to ~~the~~relive prior ~~subscriber~~memories, ~~without~~and ~~interest~~kiosk orand ~~deductions.~~desktop-based ~~Subscriptions~~solutions for ~~securities~~use ~~will~~in besenior ~~accepted~~care orfacilities. ~~rejected~~Other ~~within~~related 48senior ~~hours~~care ~~after~~products wefocus on ~~receive~~family ~~them~~engagement, memory assessment, caregiver support and coaching, and technology simplification.

Our digital therapeutic approach is unique in that it personalizes Reminiscence Therapy for the user into custom stories, utilizes and encourages family engagement, and enables family members to collaborate remotely in the care of their loved one. In addition, the solution is scalable, in that it is a low-cost platform only relying on a custom tablet, family members’ existing mobile devices, and the cloud. Therefore, the solution can be used at any home or senior care/memory care facility, and in rural and isolated settings where the purchase of equipment or specialized staff or caregiver training may not be practical. Due to its simple user interface, the fear of new technology adoption by a senior is almost entirely circumvented.

We believe that it has few direct competitors in its initial markets of Digital Therapeutics targeting the elderly and those with neurodegenerative diseases. We intend to compete on the basis of ease of use, technology, brand recognition, quality of products and service and support. Our competitive strategy may be significantly affected in the future by many external factors. Among them are marketing costs, technology and our current and future competitors’ pricing and marketing strategies.

As we build and develop additional digital therapeutics products and applications, we will continue to review and disclose information relating to competition in the digital therapeutic markets.

Research and Development

We incurred expenses of approximately $78,188 and $91,334, respectively, during the six months ended June 30, 2018 and 2017 for research and development activities. We incurred expenses of approximately $106,409 and $27,386, respectively, in 2017 and 2016 for research and development activities. These expenses include direct expenses relating to the development of our development and clinical programs for the ReminX and DTHR-ALZ Products. We also use consultants and other third parties to complement our internal capabilities.

Manufacturing

The customized Tablet is manufactured for us by a contract manufacturer based outside of the United States. The specific contract manufacturer being used was chosen because of their specialty in manufacturing customized Android tablets.

Facilities

We presently lease office space at 7310 Miramar Road, Suite 350, San Diego, CA 92126. The office space is approximately 3,500 square feet and presently houses all of our operations and activities other than the manufacturing of hardware. Hardware manufacturing presently takes place in China and is not expected to move.

Government Regulation

As of the date of this prospectus, management did not believe that the ReminX Product, as we plan to sell and market it, would subject us to regulation as a provider of healthcare products or a company making medical claims. ReminX is a consumer health product designed to digitally deliver reminiscence therapy to individuals suffering from Dementia and Social Isolation. However, no medical claims are made as to the specific or direct benefits that ReminX provides to these populations.

We plan to develop future products, including DTHR-ALZ, for which we hope to seek third-party payer coverage and reimbursement, as well as reimbursement from Medicare and other providers. Such plans likely will involve additional regulatory oversight of us and our subsequent products and services. There may be other healthcare-related laws and regulations that will become applicable to us. Compliance with such laws and regulations likely would involve additional costs and management time.

Employees

As of the date of this prospectus, we had one full-time employee, our Chief Executive Officer, and no part-time employees. Other than the Chief Executive Officer, all others working with us are consultants, working with us under consulting agreements. A total of 16 consultants work in a full-time capacity and most of whom are expected to be transitioned to employment agreements, as well as an additional three part-time direct-response contract salespersons.

Additionally, three consultants work in a part-time capacity with us. Management believes that our relationship with these consultants is good.

Legal Proceedings

We are not a party to any material pending legal proceeding, arbitration or governmental investigation, and to the best of our knowledge, no such proceedings have been initiated against us.

MANAGEMENT AND BOARD OF DIRECTORS

The following table sets forth information concerning our executive officers and directors, each of whom was appointed effective September 21, 2016, except for Mr. Martin, who was appointed effective April 9, 2018:

Name	Age	Title
Edward Cox	37	Director, Chairman, President, and Chief Executive Officer
David Keene	41	Director, Chief Technical Officer
Larry Morgan	67	Director
Steve R. Martin	57	Director

The Board believes that each director named below is highly qualified and has the skills and experience required for effective service on the Board. The directors’ individual biographies below contain information about their experience, qualifications and skills that led the Board to appoint them.

Edward Cox was appointed as our new Chairman of the Board and the Chief Executive Officer in September 2016. Mr. Cox also continues to serve as President and Chief Executive Officer, Chairman and a member of the Board of Directors of Dthera Sciences Operations Inc., positions he has held since February 6, 2015. Prior to that, he served as a Vice President and Executive Officer of Apricus Biosciences, Inc., a publicly traded company, from December 2009 through December 2014, in roles leading Commercial Development, Business Development, Investor Relations, and Corporate Development. Mr. Cox served as the President, Director and Secretary of Bio-Quant, Inc. from January 2007 until BioQuant’s merger with NexMed, Inc., which was renamed Apricus Biosciences. Prior to 2007, Mr. Cox served as an executive or board member of both public and private companies in the areas of Healthcare, Life Science, Technology and Resources. Mr. Cox holds a Master of Science in Management degree from the Warrington College of Business Administration at the University of Florida.

We selected Mr. Cox to serve on our board of directors and as our chairman due to the perspective and extensive experience he brings as one of the founders of EveryStory, and his years of experience in working with and growing public companies in the healthcare and life sciences fields.

David Keene was appointed as our Chief Technology Officer and a member of our Board of Directors in connection with the DSO transaction in 2016. Mr. Keene, the founder of EveryStory and a member of EveryStory’s Board of Directors from 2013 to 2016, is a veteran of the video game industry who has specialized in commerce and content delivery. Prior to founding EveryStory, from 2010 to 2013, Mr. Keene served as Chief Architect – Commerce Platform for Trion Worlds, Inc. At Trion, Mr. Keene led a group of senior engineers to create an innovative, world class commerce platform. Prior to Trion, Mr. Keene served as Senior Architect for the Sony PlayStation Network. While at Sony, Mr. Keene managed integrations with multiple global partner groups, added search and recommendation systems and oversaw the development of Sony’s content delivery and online commerce worldwide. He has advised and contributed to the commerce systems for many popular video game franchises.

We selected Mr. Keene to serve on our board of directors due to the perspective and extensive experience he brings as one of the founders of EveryStory, his technical background in software engineering and creation of software platforms, and his years of experience in working to create functionality by merging software with customized hardware.

Larry Morgan was appointed to Our Board of Directors in connection with the closing of the share exchange transaction with Dthera Sciences Operations in September 2016. Mr. Morgan is an executive with over 25 years of global experience in IT services, enterprise restructuring, and consulting industries. Mr. Morgan is President and CEO of The Noble Group, a consulting firm that advises early stage companies on growth strategies and the management of seasoned companies on funding and exit strategies. Mr. Morgan recently bought and became the CEO of TotalABA, a company that provides software as a service to therapists and clinics enabling them to be more productive and improve the quality of the lives of people with Autism Spectrum Disorders. He is expanding his clinical offerings and will deliver services through a new division called Entire Therapy.

Mr. Morgan managed the turnaround of the international hosting, voice and data outsourcing division of Macquarie Telecom in Singapore and led the sale of the resulting profitable business. Prior to Macquarie, Mr. Morgan served as President and CEO of Virtela Communications, spearheading the turnaround that resulted in the foundation for Virtela’s eventual sale. From 1991 to 2005, Mr. Morgan had several executive positions, domestically, as well as in Singapore and The Netherlands, with increasing responsibility for Infonet Services Corporation. During his tenure Mr. Morgan led Infonet’s businesses in Asia Pacific, Europe, the Middle East and Africa. He was responsible for all IP, outsourcing and cloud computing products, expansion into India, and network coverage in 61 countries. He last served as Corporate Vice President and General Manager, and as a member of the executive due diligence and transition team in connection with the company’s sale to British Telecom. Mr. Morgan holds both a B.S. degree (Mathematics and Education) and an M.A. degree (Administration) from Villanova University.

We selected Mr. Morgan to serve on our board of directors due to the extensive experience he brings from his years in IT service industries and as a successful entrepreneur. His expertise building and growing early stage companies, including digital health companies working in the Autism Spectrum Disorder space, will ensure a significant contribution.

Steve R. Martin joined the Board of Directors effective April 9, 2018. Mr. Martin has served as Chief Financial Officer of AmpliPhi Biosciences Corporation since January 2016. Mr. Martin served as Senior Vice President and Chief Financial Officer of Applied Proteomics, Inc., a molecular diagnostics company, from December 2014 to August 2015. From June 2011 to December 2014, Mr. Martin served as Senior Vice President and Chief Financial Officer of Apricus Biosciences, Inc., a publicly traded pharmaceutical company, and served as the Interim Chief Executive Officer of Apricus from November 2012 through March 2013. From 2008 to January 2011, Mr. Martin served as Senior Vice President and Chief Financial Officer of BakBone Software, a publicly traded software company. During his final 10 months with BakBone until the company’s acquisition in January 2011, Mr. Martin also served as BakBone’s Interim Chief Executive Officer. During 2007 and 2008, Mr. Martin served as a senior consultant and Acting Chief Accounting Office of Leap Wireless International which operated Cricket Communications the domestic provider of voice and data communications. From 2005 to 2007, Mr. Martin served as Chief Financial Officer of Stratagene Corporation, a publicly traded research products and clinical diagnostics company. Mr. Martin’s previous experience also includes serving as Controller with Gen-Probe Incorporated, a publicly traded molecular diagnostics company, as well as 10 years with Deloitte & Touche LLP, a public accounting firm. Mr. Martin holds a B.S. degree from San Diego State University and is a certified public accountant (inactive).

In connection with his appointment to the Board of Directors, Mr. Martin was granted options to purchase up to 250,000 pre-split/12,500 post-split shares of our 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 pre-split/$13.00 post-split.

Mr. Martin was selected to serve on the board of directors due to his experience as a chief financial officer, his background and experience with growing early stage public companies, and his background in public accounting. Mr. Martin has been serving as acting audit committee chair, with the anticipation that we will form an Audit Committee prior to listing on a national exchange.

Significant Employees/Consultants

Martin Culjat, Ph.D. was hired as our VP of Scientific & Regulatory Affairs in March 2018. In 2007, after completing his post-doctoral research in the UCLA Department of Surgery, he served as Engineering Research Director at the Center for Advanced Surgical and Interventional Technologies (CASIT), a cross-disciplinary medical device R&D center on the UCLA campus, and as Adjunct Assistant Professor in the UCLA Departments of Bioengineering and Surgery and the UCSB Department of Electrical and Computer Engineering. In these academic positions, over the period from 2008 to 2014, Dr. Culjat helped to raise and manage research funding focusing on surgical and image-guided devices, taught medical instrumentation courses, and published articles and books in a variety of technical and clinical disciplines. He also served as a scientific review panelist for the National Institutes of Health (NIH), National Science Foundation (NSF), and NASA’s National Space Biomedical Research Institute (NSBRI). From 2009 to 2016, Dr. Culjat was Co-Founder and Chief Innovation Officer at Farus, LLC, a medical device incubator, where he raised numerous federal contracts and grants, and partnered with various small businesses, academic groups, clinicians, and innovators to co-develop innovative medical device and digital health technologies. From 2014 to 2017, he served as Co-Founder and VP of Product Development for a spin-off of Farus focusing on wireless fetal monitoring, leading to FDA 510(k) clearance in 2017. From 2017 to 2018, he was VP of Product Management of CureMatch, Inc., a digital health company focusing on clinical decision support for precision oncology, where he managed the commercial launch of a product that analyzes and ranks millions of drug combination options for patients using proprietary AI algorithms. Since 2016, Dr. Culjat he has also done consulting for various startups in the medical device, biotech, and digital health industries. Dr. Culjat holds a B.S. in Bioengineering from UC San Diego and Ph.D. and M.S. degrees in Biomedical Engineering from UCLA.

Dr. Culjat focuses on our product management, clinical validation, regulatory affairs, quality assurance, and reimbursement. He was instrumental in obtaining Breakthrough Device designation from the FDA for DTHR-ALZ, a development-stage medical device that is intended to mitigate the symptoms of agitation and depression associated with Alzheimer's disease.

Audit Committee

As of the date of this prospectus, we did not have a standing audit committee. We anticipate forming an Audit Committee prior to listing on a national exchange.

Compensation Committee

As of the date of this prospectus, we did not have a standing compensation committee. We anticipate forming a Compensation Committee prior to listing on a national exchange.

Nominating and Corporate Governance Committee

As of the date of this prospectus, we did not have a standing nominating and corporate governance committee. We anticipate forming a Nominating and Corporate Governance Committee prior to listing on a national exchange.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors. As described above under “Management and Board of Directors – Compensation Committee” we currently have no compensation committee. During the last completed fiscal year, Mr. Cox and Mr. Keene each participated in deliberations of our board of directors concerning executive officer compensation.

Director Independence

Nasdaq listing rules require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have two “independent directors” as defined in the Nasdaq listing rules and applicable SEC rules prior to completion of this offering. We expect a majority of our board of directors to be comprised of independent directors within twelve months from the date of listing to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules. We are actively engaged in the search for an additional independent director in order to comply with this requirement.

Additionally, under the Nasdaq listing rules we are required to establish an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, and a compensation committee and nominating and governance committee comprised of independent directors. Under Nasdaq listing rule 5615(b)(1) a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements, the committee composition requirements and the majority independent board requirement. We intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1). We are actively engaged in the search for an additional independent director in order to comply with these requirements.

Our board has determined that each of Mr. Morgan and Mr. Martin are independent directors under applicable SEC and Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the following events during the past five years: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Ethics

As of the date of this prospectus, we had not adopted a Code of Ethics and Business Conduct. We anticipate adopting a Code of Ethics and Business Conduct in the third quarter of 2018.

EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the named executive officers for all services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2017 and 2016:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year Ended
December 31,

Salary
($)

Stock
Awards ($)

All Other Compensation

Total
($)

Edward Cox,

2017

116,395

⁽²⁾

–

116,395

Chief Executive Officer

2016

–

David Keene,

2017

121,542

–

121,542

Chief Technical Officer

2016

8,200

⁽¹⁾

–

8,200

(1)

Mr. Keene was paid a total of $8,200 in the fourth quarter of 2016 as consulting fees, rather than salary, for software development. Additionally, Mr. Keene was paid $121,542 in the year ended December 31, 2017 for software development work.

(2)

Mr. Cox earned $116,395 and was paid a total of $47,000 in 2017.

Outstanding Equity Awards at Fiscal Year End (December 31, 2017)

As of December 31, 2017, Mr. Cox held warrants to purchase up to 1,393,242 pre-split/69,662 post-split shares, with an exercise price of $0.45 pre-split/$9.00 post-split per share. The warrants are exercisable beginning in August 28, 2019 and expire on August 28, 2021.

As of December 31, 2017, Mr. Keene held warrants to purchase up to 1,108,196 pre-split/55,410 post-split shares, with an exercise price of $0.45 pre-split/$9.00 post-split per share. The warrants are exercisable beginning in August 28, 2019 and expire on August 28, 2021.

Director Compensation

Neither Mr. Cox, Mr. Keene, nor Mr. Morgan received any compensation for their services as directors. All compensation paid to Mr. Cox and Mr. Keene was in connection with their services as officers, outlined above. As noted above, in connection with his appointment to the Board of Directors, Mr. Martin was granted options to purchase up to 250,000 pre-split/12,500 post-split shares of our 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 pre-split/$13.00 post-split.

As of December 31, 2017, Mr. Morgan held options that would exercise into 56,013 pre-split/2,801 post-split shares of our common stock, with an exercise price of $0.43 pre-split/$8.60 post-split per share that are vested or exercisable as of year end. The options expire as of June 1, 2025. As of December 31, 2017, he held warrants to purchase up to 216,776 pre-split/10,839 post-split shares, with an exercise price of $0.45 pre-split/$9.00 post-split per share. The warrants are exercisable beginning in August 28, 2019 and expire on August 28, 2021.

TRANSACTIONS WITH RELATED PERSONS

Other than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of similar transactions, since September 21, 2016, to which we were a party or will be a party, in which:

	•	the amounts involved exceeded or will exceed the lesser of (i) $120,000 or (ii) 1% of our average total assets at year end for the last two completed fiscal years; and

	•	any of our directors, executive officers, promoters or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

On September 21, 2016, we entered into a share exchange transaction with Dthera Sciences Operations (“DSO”), pursuant to which our prior business of was terminated, DSO became our wholly owned operating subsidiary, and the business of DSO became our business. Additionally, all of the prior management, including all officers, directors, and employees, resigned in connection with the DSO transaction. Accordingly, the information presented below constitutes only the related party transactions occurring since the DSO transaction. Information about the prior officers and directors, and any related party transactions therewith, may be found in our filings made prior to September 21, 2016.

Certain Relationships and Related Transactions

Acquisition of Intellectual Property

Beginning on August 28, 2017, we entered into a series of intellectual property purchase and assignment agreements (collectively, the “IP Agreements”) with certain of our officers, directors, and consultants, pursuant to which we purchased the intellectual and intangible property (collectively, the “Intellectual Property”) used by us in the operation of our business of operating a digital therapeutic company focused on reminiscence therapy.

We paid an aggregate of $361,000 to acquire the Intellectual Property from five individuals, of which $130,000 was paid to Edward Cox, our Chief Executive Officer, and $130,000 was paid to David Keene, our Chief Technical Officer.

The Board of Directors determined it to be in our best interests, in connection with our plans for development of its business and with potential future growth and business opportunities, to acquire the Intellectual Property from the various owners, all of whom had worked to develop the Intellectual Property, but who owned and held the rights to such Intellectual Property prior to the finalization of the IP Agreements.

Pursuant to the IP Agreements, we acquired outstanding Intellectual Property used by us, including but not limited to patents; trademarks; copyrights; other intangible rights such as strategic vision, business connections, and business direction related to our business; royalties and proceeds; and claims and causes of action relating to the Intellectual Property. Each Seller represented and warranted, among other things, that he or she was the exclusive owner of the Intellectual Property assigned pursuant to the IP Agreement (the “Assigned IP”); that he or she had the right and power to enter into the IP Agreement; that the Assigned IP does not infringe on the rights of any person or entity, and that there were no claims pending or threatened with respect to such seller’s rights in the Assigned IP. We and the various sellers agreed that the sellers continued to provide services to us, and that in so doing they would need access to the Assigned IP to continue to perform their functions with us.

Redemption of EveryStory Series A Preferred Stock

From August 7, 2017 to November 16, 2017, we redeemed 112,690 pre-split/5,635 post-split shares of EveryStory Series A Preferred Stock, with a stated value of $1.00 pre-split/$20.00 post-split per share, for $112,690 from our officers. Specifically, we redeemed 100,378 pre-split/5,019 post-split shares of EveryStory Series A Preferred Stock from Mr. Cox, and paid $100,378 to Mr. Cox for his shares, and redeemed 12,312 pre-split/616 post-split shares of EveryStory Series A Preferred Stock from Mr. Keene, and paid $12,312 to Mr. Keene for his shares.

BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information furnished by current management and others, concerning the beneficial ownership of our common stock as of September 24, 2018, of (i) each person who is known to us to be the beneficial owner of more than five percent of our common stock; (ii) all directors and named executive officers; and (iii) our directors and executive officers as a group. The percentages below are based on a total of 53,160,508 pre-split/2,658,026 post-split shares of common stock outstanding as of September 24, 2018 and also lists applicable percentage ownership based on ______ shares of our common stock assumed to be outstanding after completion of the offering, assuming no exercise by the underwriters of their option to purchase additional shares of our common stock and no exercise of the warrants issued to the representative of the underwriters.

Beneficial ownership is determined based on the rules and regulations of the SEC. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, September 24, 2018 are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of our common stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o Dthera Sciences, 7310 Miramar Road., Suite 350, San Diego, CA 92126.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percentage of Shares of Common Stock Beneficially Owned⁽¹⁾
		Before Offering	After Offering

Edward Cox, Chief Executive Officer and Director	7,000,001 pre-split/350,000 post-split ⁽²⁾	13.17%	______%

David Keene, Chief Technical Officer and Director	7,000,001 pre-split/350,000 post-split ⁽³⁾	13.17%	______%

Larry Morgan, Director	1,056,014 pre-split/52,801 post-split ⁽⁴⁾	1.98%	______%

Steve R. Martin, Director	0 ⁽⁵⁾	0%	______%

RSJ Investments SICAV a.s. Na Florenci 2116/15 Nové Město, 110 00 Praha 1, Czech Republic	4,403,847 pre-split/220,192 post-split ⁽⁶⁾	8.28%	______%

Executive Officers and Directors as a Group (4 Persons)	15,056,016 pre-split/752,801 post-split	28.29%	______%

(1)

This table is based upon information supplied by officers, directors and principal stockholders and is believed to be accurate. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person. Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table.

(2)

Does not include (i) warrants to purchase 1,043,242 pre-split/52,162 post-split shares of our common stock or (ii) options to purchase 275,000 pre-split/13,750 post-split shares of our common stock, held by Mr. Cox which were not exercisable as of or within 60 days of the date of this Registration Statement.

	(3)	Does not include (i) warrants to purchase 1,108,196 pre-split/55,410 post-split shares of our common stock or (ii) options to purchase 275,000 pre-split/13,750 post-split shares of our common stock, held by Mr. Keene which were not exercisable as of or within 60 days of the date of this Registration Statement.
	(4)	Includes 1,000,001 pre-split/50,000 post-split shares of our common stock plus shares underlying options to purchase up to 56,013 pre-split/2,801 post-split shares of common stock which were exercisable as of the date of this Registration Statement. Does not include options to purchase 150,000 pre-split/7,500 post-split shares of our common stock which were not exercisable as of or within 60 days of the date of this Registration Statement.
	(5)	Does not include options to purchase options to purchase an aggregate of 400,000 pre-split/20,000 post-split shares of our common stock which were not exercisable as of or within 60 days of the date of this Registration Statement.
	(6)	Does not include warrants to purchase 1,000,000 shares of our common stock which were not exercisable as of or within 60 days of the date of this Registration Statement.

Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of us.

UNDERWRITING

We have entered into an underwriting agreement, dated ________, 2018, with A.G.P., acting as the representative of the several underwriters named below (the “Representative”), with respect to the shares of common stock subject to this offering. Subject to certain conditions, we have agreed to sell to the underwriters, and the underwriters have severally agreed to purchase, the number of shares of common stock below opposite their respective names.

Underwriter		Number of Shares
A.G.P.

Total

The underwriters are offering the shares of common stock subject to their acceptance of the shares of common stock from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock if any such shares are taken.

Limited Public Market

Prior to this offering, there has been a limited public market for our common stock, and the public offering price for our common stock will be determined through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant. No assurance can be given that the public offering price in this offering will correspond to the price at which our common stock will trade in the public market subsequent to this offering or that an active trading market for our common stock will develop and continue after this offering.

Discount, Commissions and Expenses

The underwriters have advised us that they propose to offer the shares of common stock to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $_____ per share of common stock. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $_____ per share to certain brokers and dealers. After this offering, the public offering price, concession and reallowance to dealers may be changed by the Representative. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The shares of common stock are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

The following table shows the underwriting discount payable to the underwriters by us in connection with this offering.

Total

Per Share

Without
Over-Allotment

With
Over-Allotment

Public offering price

Underwriting discount

Proceeds, before expenses, to us

We have agreed to pay the Representative a non-accountable expense allowance of $______, or 1.0% of the aggregate public offering price.

We have paid an expense deposit of $25,000 to the Representative, which will be applied against the non-accountable expense allowance that will be paid by us to the Representative in connection with this offering. The $25,000 expense deposit will be returned to us to the extent not actually incurred. The underwriting agreement also provides that in the event the offering is terminated, the $25,000 expense deposit paid to the Representative will be returned to us to the extent that offering expenses are not actually incurred by the Representative.

We have agreed to reimburse the underwriters for certain out-of-pocket expenses not to exceed $100,000 in the aggregate. We estimate that expenses payable by us in connection with this offering, including reimbursement of the underwriters out-of-pocket expenses, but excluding the underwriting discount referred to above, will be approximately $______.

Over-allotment Option

We have granted to the underwriters an option exercisable not later than 45 days after the date of this prospectus to purchase up to ______ additional shares of common stock at the public offering price per share of common stock set forth on the cover page hereto less the underwriting discounts and commissions. The underwriters may exercise the option solely to cover overallotments, if any, made in connection with this offering. If any additional shares of common stock are purchased pursuant to the over-allotment option, the underwriters will offer these shares of common stock on the same terms as those on which the other securities are being offered.

Representative’s Warrants

We have agreed to issue to the representative of the underwriters warrants to purchase up to a total of shares of common stock (4% of the aggregate shares of common stock sold in this offering). The warrants will be exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the registration statement of which this prospectus forms a part, in compliance with FINRA Rule 5110(f)(2)(G)(i). The warrants are exercisable at a per share price equal to $______ per share, or ______% of the public offering price per share in the offering. The underwriter’s warrants may be exercised on a cashless basis and will contain customary anti-dilution provisions The warrants have been deemed compensation by FINRA and are therefore subject to a 180 day lock-up pursuant to Rule 5110(g)(1) of FINRA. The underwriters (or permitted assignees under Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the date of effectiveness. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

Right of First Refusal

Until twelve months after the closing date of the offering, the Representative will have an irrevocable right of first refusal to act as lead investment banker, lead book-runner and/or lead placement agent, at the Representatives sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, during such twelve month period, for us, or any successor to or any subsidiary of us, on commercially reasonable terms and conditions.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-up Agreements

We, our officers and directors and any other 5% or greater holder of outstanding shares of our common stock have agreed, subject to limited exceptions, for a period of three (3) months after the date of the underwriting agreement, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without the prior written consent of the Representative. We have also agreed for a period of three (3) months after the date of the underwriting agreement, that we will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchange for shares of our capital stock; (b) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for share of our capital stock or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital stock, whether any such transaction described in (a), (b) or (c) above is to be settled by delivery of shares of our capital stock or such other securities, in cash or otherwise. The Representative may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.

The exceptions permit us, among other things and subject to restrictions, to: (1) issue common stock or options pursuant to employee benefit plans, (2) issue common stock upon exercise of outstanding options or warrants, or (3) file registration statements on Form S-8. The exceptions permit parties to the ’‘lock-up’’ agreements, among other things and subject to restrictions, to: (a) make certain gifts, (b) if the party is a corporation, partnership, limited liability company or other business entity, make transfers to any shareholders, partners, members of, or owners of similar equity interests in, the party, or to an affiliate of the party, if such transfer is not for value, and (c) if the party is a corporation, partnership, limited liability company or other business entity, make transfers in connection with the sale or transfer of all of the party’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the party’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by the “lock-up” agreement.

Price Stabilization, Short Positions and Penalty Bids

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

•

Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.

•

Over-allotment transactions involve sales by the underwriters of securities in excess of the number of securities the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing securities in the open market.

•

Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of securities to close out the short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared with the price at which they may purchase securities through exercise of the over-allotment option. If the underwriters sell more securities than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the Representative to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may be effected on The Nasdaq Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the underwriters and any selling group members may engage in passive market making transactions in our common stock on the Nasdaq Stock Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.

Electronic Distribution

This prospectus in electronic format may be made available on websites or through other online services maintained by one or more of the underwriters, or by their affiliates. Other than this prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Other relationships

From time to time, certain of the underwriters and/or their affiliates have provided, and may in the future provide, various investment banking and other financial services for us for which services they have received and, may in the future receive, customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities or loans. The Representative recently served as private placement agent in our Bridge Financing and received a fee of $60,000, or 3.0% of the aggregate proceeds from the Bridge Financing from investors introduced by the Representatives. Except for services provided in connection with this offering and the agreement described above, no underwriter has provided any investment banking or other financial services to us during the 180-day period preceding the date of this prospectus and we do not currently expect to retain any underwriter to perform any investment banking or other financial services for at least 90 days after the date of this prospectus.

Notice to Investors

Notice to Investors in the United Kingdom

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any securities which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any such securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a)

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)

to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c)

by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or

(d)

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of these securities shall result in a requirement for the publication by the issuer or the underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any such securities to be offered so as to enable an investor to decide to purchase any such securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented, warranted and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any of the securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and

(b)

it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

European Economic Area

In particular, this document does not constitute an approved prospectus in accordance with European Commission’s Regulation on Prospectuses no. 809/2004 and no such prospectus is to be prepared and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (being the Directive of the European Parliament and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant Member State) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) an offer of securities to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of securities to the public in that Relevant Member State at any time:

•

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•

in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. For these purposes the securities offered hereby are “securities.”

DESCRIPTION OF SECURITIES

Capitalization

General

Our authorized capital stock consists of 75600,000,000 shares of common stock, par value $0.001 per share,. As ~~70,000,000~~of the ~~shares~~date of ~~common~~this prospectus, ~~stock~~ and ~~5,000,000~~after ~~shares~~giving ofeffect ~~preferred~~to ~~stock.~~the AsListing ~~of the~~Reverse ~~date~~Split ofand ~~this~~the ~~prospectus~~Bridge Financing, there were 42,~~000~~658,~~000~~026 shares of our common stock issued and outstanding, ~~that~~held ~~was~~by approximately 161 shareholders of record. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The holders of our common stock are entitled to one ~~registered~~vote ~~stockholder~~for each share held of record, ~~who~~on isall ~~also~~matters submitted to a vote of stockholders. Holders of our ~~sole~~common ~~officer~~stock have no preemptive rights and ~~director~~no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.

Common Stock

The following is a summary of the material rights and restrictions associated with our common stock.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by ~~the~~our Board of Directors ~~of the Company~~; (ii) are entitled to share ratably in all of ~~the~~our assets ~~of the Company~~ available for distribution to holders of common stock upon liquidation, dissolution or winding up of ~~the~~our affairs ~~of the Company~~ (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, ~~when issued,~~ will be fully paid for and non-assessable. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

~~Options,~~We ~~Warrants~~are ~~and~~registering ~~Rights~~the sale of up to __________ shares of common stock for sale to the public.

There are no outstanding options, warrants, or similar rights to purchase any of our securities.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock, par value $0.0001, none of which is issued and outstanding. Our board of directors has the right, without shareholder approval, to issue preferred shares with rights superior to the rights of the holders of shares of common stock. As a result, preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. Because we may issue up to 5,000,000 shares of preferred stock in order to raise capital for our operations, your ownership interest may be diluted which results in your percentage of ownership in us decreasing.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this ~~prospectus~~Memorandum, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

42Transfer Restrictions

Shares of our common stock are subject to transfer restrictions. Holders of our common stock may not transfer their securities unless (a) a registration statement is in effect under the Securities Act covering the proposed transfer and such transfer is made in accordance with such registration statement or (b) the securities are transferred in a transaction exempt from the registration requirements of the Securities Act and any related requirements imposed by applicable state securities laws. In the case of any transfer permitted under clause (b), the holder must notify us in writing of the proposed transfer and furnish us with an opinion of counsel, reasonably satisfactory to us, that the transfer will not require registration under the Securities Act or any applicable state securities laws. Each certificate representing a security contains a legend referring to this restriction on transfer and any legends required by state securities laws.

Anti-Takeover Provisions

The provisions of Nevada law and our bylaws may have the effect of delaying, deferring or preventing another party from acquiring control of us. These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.

Nevada Law

Nevada law contains a provision governing “acquisition of controlling interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; or more than 50%.

A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The shareholders or Board of Directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law. An Issuing Corporation is a Nevada corporation which (i) has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada, and (ii) does business in Nevada directly or through an affiliated corporation.

At this time, we do not believe we have 100 shareholders of record resident in Nevada and we do not conduct business in Nevada directly. Therefore, the provisions of the control share acquisition act are believed not to apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (iii) representing 10% or more of the earning power or net income of the corporation.

An “interested stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the Board of Directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the Board of Directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of (i) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher, (ii) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher, or (iii) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

Preferred Stock

We are authorized to issue up to 20,000,000 shares of preferred stock from time to time in one or more series as may be determined by the board of directors. No shares of preferred stock are currently outstanding. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by our stockholders, except that no holder of preferred stock shall have preemptive rights. Any shares of preferred stock so issued would typically have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

At present, we have no plans to issue any preferred stock or adopt any series, preferences or other classification of preferred stock. The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock.

Although our board of directors is required to make any determination to issue such preferred stock based on its judgment as to the best interests of our stockholders, the board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise.

Options, Warrants, and Rights

Stock Purchase Warrants

As of the date of this prospectus, we had warrants (the “Warrants”) to purchase up to 6,553,860 pre-split/327,693 post-split shares of our common stock outstanding. The Warrants were issued in connection with our recent private offering, which commenced on July 19, 2017, and closed on September 21, 2017. The Warrants cannot be exercised until the date that is two years from the purchase date, ranging from July to September 2019 (subject to certain conditions), and expire the date that is four years after the purchase date, ranging from July to September 2021. Additional information about the Warrants can be found in a Current Report we filed on August 14, 2018, with the SEC, which report is incorporated herein by reference. The exercise price of the Warrants is $0.45 pre-split/$9.00 post-split per share.

Additionally, we had warrants that were issued in connection with our recent Bridge Financing (the “Bridge Warrants”), to purchase up to an aggregate of 3,500,000 pre-split/175,000 post-split shares of our common stock. The Warrants are exercisable any time after 180 days following the issuance dates (between September 14 and 21, 2018), and expire five years after the issuance date. Additional information about the Bridge Warrants can be found in a Current Report on Form 8-K filed with the SEC on September 20, 2018. The exercise price of the Bridge Warrants is $0.65 pre-split/$13.00 post-split per share, subject to adjustment as described in the Bridge Warrants.

Representative’s Warrants

Please see “Underwriting — Representative’s Warrants” for a description of the warrants we have agreed to issue to the representative of the underwriters in this offering, subject to the completion of the offering.

Stock Options

As of the date of this prospectus, options (the “Options”) to purchase up to 3,720,486 pre-split/186,024 post-split shares of our common stock were outstanding. The Options have exercise prices ranging from $0.11 pre-split/$2.20 post-split to $0.65 pre-split/$13.00 post-split, and have terms ranging from currently exercisable to three years.

Transfer Agent

WeOur doTransfer ~~not~~Agent is ~~currently~~Interwest ~~have a~~ Transfer ~~Agent~~Co., ~~but~~Inc., welocated ~~are~~ in ~~the~~Salt ~~process~~Lake ofCity, ~~retaining one~~Utah.

Anti-Takeover Law

Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

~~INDEMNIFICATION FOR SECURITIES ACT LIABILITIES~~Listing

~~Insofar~~The asshares ~~indemnification~~of ~~for liabilities arising under the Securities Act may be permitted to~~ our ~~directors,~~common ~~officers~~stock ~~and~~are quoted ~~controlling~~on ~~persons pursuant to~~ the ~~provisions~~OTCQB ~~described~~under ~~above, or otherwise, we have been advised that in~~ the ~~opinion~~symbol ~~of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable~~DTHR. InOn ~~the~~September ~~event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director~~24, ~~officer or controlling person in the successful defense of any action~~2018, ~~suit or proceeding) is asserted by such director, officer or controlling person in connection with~~ the ~~securities~~last ~~being~~reported ~~registered,~~sale weprice ~~will,~~per ~~unless~~share infor ~~the opinion of~~ our ~~counsel~~common ~~the~~stock on ~~matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction~~ the ~~question~~OTCQB ~~whether such indemnification by it is against public policy~~ as ~~expressed~~reported inwas ~~the~~$0.36 ~~Securities~~pre-split/$7.20 ~~Act and will be governed by the final adjudication of such issue~~post-split.

We ~~have~~are ~~been~~applying ~~advised~~for ~~that~~listing inof ~~the~~our ~~opinion~~common stock ofon the ~~SEC~~Nasdaq ~~indemnification~~Capital ~~for~~Market ~~liabilities arising~~ under the ~~Securities~~symbol ~~Act~~“DTHR.” isNo ~~against~~assurance ~~public~~can ~~policy~~be asgiven ~~expressed in the Securities Act, and is, therefore, unenforceable. In the event~~ that ~~a claim for indemnification against such liabilities is asserted by one of~~ our ~~directors,~~application ~~officers, or controlling persons in connection with the securities being registered, we~~ will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be ~~governed by the court’s decision~~ approved.

LEGAL MATTERS

~~David~~The ~~Lubin~~legality &and ~~Associates~~validity of the securities offered under this prospectus will be passed upon by Kirton McConkie, ~~PLLC has~~P.C., ~~opined~~Salt onLake ~~the~~City, ~~validity~~Utah. ofCertain legal matters in connection with this offering will be passed on for the ~~shares~~underwriters ofby ~~common~~Pepper ~~stock~~Hamilton, ~~being~~LLP, ~~offered~~New ~~hereby~~York, New York.

~~INTERESTS~~ DISCLOSURE OF ~~NAMED~~COMMISSION ~~EXPERTS~~POSITION ~~AND~~ON ~~COUNSEL~~INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

NoOur ~~expert~~by-laws orrequire ~~counsel~~us ~~named~~to inindemnify ~~this~~any of ~~prospectus~~our asofficers ~~having prepared~~ or ~~certified~~directors, ~~any~~and ~~part~~certain ofother ~~this~~persons, ~~Prospectus~~under orcertain ~~having~~circumstances ~~given~~against anall ~~opinion~~expenses ~~upon~~and ~~the~~liabilities ~~validity~~incurred or ofsuffered ~~the~~by ~~securities~~such ~~being~~persons ~~registered~~because orof ~~upon~~a ~~other~~lawsuit ~~legal~~or ~~matters~~similar inproceeding ~~connection~~to ~~with~~which the ~~registration~~person oris ~~offering~~made ofa ~~the~~party ~~common~~by ~~stock~~reason ~~was~~of ~~employed~~a onhis being a ~~contingency~~director ~~basis,~~or officer of us or ~~had~~our subsidiaries, orunless that indemnification is toprohibited ~~receive,~~by inlaw. ~~connection~~We ~~with~~may also purchase and maintain insurance for the ~~offering,~~benefit aof ~~substantial~~any ~~interest,~~officer ~~directly~~which ormay ~~indirectly,~~cover inclaims ~~the~~for ~~Company~~which orwe ~~any~~could ofnot ~~its~~indemnify ~~parents~~a director or ~~subsidiaries~~officer. ~~Nor~~We ~~was~~have been ~~any~~advised ~~such~~that ~~person~~in ~~connected~~the ~~with~~opinion ~~Songbird~~of ~~Development~~the ,Securities ~~Inc.~~and orExchange ~~any~~Commission, indemnification of ~~its~~our ~~parents~~officers, ordirectors ~~subsidiaries~~and ascontrolling persons aunder ~~promoter~~these provisions, ~~managing~~ or ~~principal underwriter~~otherwise, ~~voting~~is ~~trustee,~~against ~~director,~~public ~~officer,~~policy orand ~~employee~~is unenforceable.

43Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

EXPERTS

~~John~~Our ~~Scrudato~~financial ~~CPA,~~statements ~~our~~as ~~independent~~of ~~registered~~and ~~public accountants, have audited our financial statements~~ for the ~~period~~years ended ~~July~~December 31, ~~2013~~2017 and 2016, have been included in ~~this~~the ~~prospectus and~~ registration statement in toreliance upon the ~~extent~~report ~~and~~of ~~for~~Sadler, ~~the~~Gibb ~~periods~~& ~~set~~Associates, ~~forth~~LLC, inindependent ~~their~~registered ~~audit~~public ~~report. John~~accounting ~~Scrudato CPA~~firm, ~~has~~and ~~presented~~upon ~~its~~the authority ~~report~~of ~~with~~said ~~respect~~firm toas ~~our~~experts ~~audited~~in ~~financial~~accounting ~~statements~~and auditing.

WHERE YOU CAN FIND ~~AVAILABLE~~ADDITIONAL INFORMATION

We are ~~filed~~a ~~with~~reporting ~~the~~company ~~Securities~~and file annual, quarterly and ~~Exchange~~current ~~Commission~~reports, aproxy ~~registration~~statements ~~statement~~and ~~under~~other information with the ~~Securities~~SEC. ~~Act~~We have offiled ~~1933~~with the SEC a registration statement, as amended, ~~for~~on Form S-1 under the ~~shares~~Securities ofAct ~~common~~with ~~stock~~respect into ~~this~~the securities we are offering under this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits ~~and~~to ~~schedule that were filed with~~ the registration statement. For further information with respect to us and ~~our~~the ~~common~~securities ~~stock~~we are offering under this prospectus, we refer you to the registration statement and the exhibits and ~~schedule~~schedules ~~that were~~ filed ~~with~~as ~~the~~a ~~registration~~part ~~statement. Statements contained in this prospectus about the contents~~ of ~~any contract or any other document that is filed as an exhibit to~~ the registration statement. ~~are~~You ~~not~~may ~~necessarily~~read ~~complete,~~ and wecopy ~~refer you to~~ the ~~full text of the contract or other document filed as an exhibit to the~~ registration statement., Aas ~~copy~~well ofas ~~the~~our ~~registration~~reports, ~~statement~~proxy ~~and~~statements ~~the exhibits~~ and ~~schedules~~other ~~that~~information, ~~were filed with the registration statement may be inspected without charge~~ at the SEC’s Public Reference Room ~~maintained by the Securities and Exchange Commission~~ at 100 F. Street, N.E., Washington, DCD.C. 20549~~-6010~~, ~~and~~on ~~copies~~official ofbusiness ~~all~~days orduring ~~any~~the ~~part~~ hours of ~~the~~10 ~~registration~~a.m. ~~statement~~to ~~may~~3 bep.m. ~~obtained~~You ~~from~~can ~~the~~request ~~Securities~~copies ~~and~~of ~~Exchange~~these ~~Commission~~documents ~~upon~~by ~~payment~~writing ofto the ~~prescribed~~SEC ~~fee.~~and ~~Information~~paying ~~regarding~~a ~~the~~fee ~~operation~~for of the ~~Public~~copying ~~Reference~~cost. ~~Room~~Please call ~~may be obtained by calling~~ the ~~Securities~~SEC ~~and Exchange Commission~~ at 1-800-SEC-0330. ~~The~~for ~~Securities~~more ~~and~~information ~~Exchange~~about ~~Commission~~the ~~maintains~~operation aof ~~web~~the Public Reference Room. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding ~~registrants~~issuers that file electronically with the SEC, where our SEC filings are also available. The address of the SEC’s web site is http://www.sec.gov.

~~FINANCIAL~~We ~~STATEMENTS~~also maintain a website at http://dthera.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

~~The~~INCORPORATION ~~financial~~OF ~~statements~~CERTAIN ofDOCUMENTS Songbird Development Inc. for the period ended July 31, 2013, and related notes, included in this prospectus have been audited by, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.BY REFERENCE

~~CHANGES~~The INSEC ~~AND~~allows ~~DISAGREEMENTS~~us ~~WITH~~to ~~ACCOUNTANTS~~“incorporate ONby ~~ACCOUNTING~~reference” information ~~AND~~from ~~FINANCIAL~~other ~~DISCLOSURE~~documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (File No. 001-38389):

We· ~~have~~our ~~had~~Annual noReport ~~changes~~on inForm or10-K ~~disagreements~~for the year ended December 31, 2017, filed with ~~our~~the ~~independent~~SEC ~~registered~~on ~~public~~April ~~accountant.~~2, 2018;

4460

~~Songbird~~· ~~Development~~our Quarterly Reports on Form 10-Q for the periods ended March 31, ~~Inc.~~2018 and June 30, 2018, which were filed with the SEC on May 15, 2018 and August 14, 2018 respectively; and

our Current Reports on Form 8-K which were filed with the SEC on February 21, 2018, April 13, 2018, July 23, 2018, August 6, 2018, August 23, 2018, September 20, 2018, and September 27, 2018.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Securities Exchange Act of 1934, as amended shall be incorporated by reference into this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to Investor Relations Department at 818-215-6360, or by email at ir@dthera.com.

You also may access these filings on our website at https://dthera.com/. We do not incorporate the information on our website into this prospectus or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

DTHERA SCIENCES

Index to Financial Statements

		Page
For the period ended June 30, 2018 (Unaudited)
Audit Report from Registered Firm		F-1
Condensed Consolidated Balance Sheets	F-2
Balance Sheet:
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017	F-3
July 31, 2013		F-2
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017	F-4
Statements of Operations:
Notes to Condensed Consolidated Financial Statements	F-5
For the period December 27, 2012 (inception) to July 31, 2013		F-3
	F-6
Statements of Cash Flows:
For the Years Ended December 31, 2017 and 2016
For the period December 27, 2012 (inception) to July 31, 2013		F-4
Report of Independent Registered Public Accounting Firm	F-11
Statements of Shareholder's Equity:
Consolidated Balance Sheets as of December 31, 2017 and 2016	F-12
For the period December 27, 2012 (inception) to July 31, 2013		F-5
Consolidated Statements of Operations for the years ended December 31, 2017 and 2016	F-13
Notes to Financial Statements:
Consolidated Statements of Stockholders Equity for the years ended December 31, 2017 and 2016	F-14
July 31, 2013		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016	F-15
Notes to Consolidated Financial Statements	F-16

John Scrudato CPA

7 Valley View Drive

Califon, New Jersey 07830

908-534-0008

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholder's

Songbird Development, Inc.

We have audited the accompanying balance sheet of Songbird Development, Inc. (“the Company”) as of December 31, 2013, and the related statements of operations, stockholders’ equity, and cash flows for the period then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of Songbird Development, Inc. as of July 31, 2013, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4, the Company has incurred losses since inception of $3,561 and has a working capital of $439. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ John Scrudato CPA

Califon, New Jersey

September 13, 2013

F-1

~~SONGBIRD~~DTHERA ~~DEVELOPMENT INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET~~SCIENCES

	July 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	489
TOTAL ASSETS	$	489
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Current Liabilities:
Loan Payable - Related Party	$	50
STOCKHOLDER'S EQUITY
Common stock: authorized 75,000,000; $0.001 par value;
4,000,000 shares issued and outstanding at
July 31, 2013		4,000
Deficit accumulated during the development stage		(3,561	)
Total Stockholder's Equity		439
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	489

CONDENSED CONSOLIDATED BALANCE SHEETS

"The accompanying notes are an integral part of these financial statements"

	June 30,			December 31,
	2018			2017
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	70,192		$	303,483
Restricted cash		20,000			20,000
Prepaid expenses		630,014			95,176
Deposits		3,200			2,500
TOTAL CURRENT ASSETS		723,406			421,159

LONG TERM ASSETS
Property and equipment, net		88,957			77,365
Computer software development costs, net		186,420			–
TOTAL LONG-TERM ASSETS		275,377			77,365

TOTAL ASSETS	$	998,783		$	498,524

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	529,228		$	436,472
Deferred revenue		3,945			1,800
Notes payable		100,000			–
TOTAL CURRENT LIABILITIES		633,173			438,272

TOTAL LIABILITIES		633,173			438,272


STOCKHOLDERS' EQUITY
Common stock 600,000,000 shares authorized; $0.001 par value; 2,532,064 and 2,352,165 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively		2,532			2,352
Additional paid in capital		6,404,805			4,594,847
Accumulated deficit		(6,041,727	)		(4,536,947	)
TOTAL STOCKHOLDERS' EQUITY		365,610			60,252
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	998,783		$	498,524

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

~~SONGBIRD~~DTHERA ~~DEVELOPMENT INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS~~SCIENCES

	For the period (December 27, 2012) to July 31, 2013		From Inception (December 27, 2012) to July 31, 2013
REVENUES	$	-	$	-
Operating Expenses:
General and administrative		61		61
Professional Fees		3,500		3,500
Total Expenses		3,561		3,561
Net loss for the period	$	3,561	$	3,561
Net loss per share:
Basic and diluted	$	0.00
Weighted average number of shares outstanding:
Basic and diluted		4,000,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~"The accompanying notes are an integral part of these financial statements"~~(Unaudited)

	For the Three Months Ended June 30, 2018			For the Three Months Ended June 30, 2017			For the Six Months Ended June 30, 2018			For the Six Months Ended June 30, 2017
REVENUES	$	–		$	–		$	–		$	–

OPERATING EXPENSES
General and administrative		835,521			1,245,545			1,418,305			1,582,382
Research and development		53,488			75,699			78,188			91,334
TOTAL OPERATING EXPENSES		889,009			1,321,244			1,496,493			1,673,716

OPERATING LOSS		(889,009	)		(1,321,244	)		(1,496,493	)		(1,673,716	)

OTHER INCOME (EXPENSES)
Interest expense		(1,837	)		–			(2,117	)		(185,847	)
Gain on derivative liability		–			–			–			142,835
Loss on extinguishment of debt		–			–			–			(91,593	)
Loss on disposal of fixed assets		(3,391	)		–			(6,170	)		–
TOTAL OTHER EXPENSES		(5,228	)		–			(8,287	)		(134,605	)

NET LOSS	$	(894,237	)	$	(1,321,244	)	$	(1,504,780	)	$	(1,808,321	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted		2,530,205			360,307			2,464,806			672,372

Loss per common share
Basic and diluted	$	(0.35	)	$	(3.67	)	$	(0.61	)	$	(2.69	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

~~SONGBIRD~~DTHERA ~~DEVELOPMENT INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS~~SCIENCES

	For the period (December 27, 2012) to July 31, 2013			From inception (December 27, 2012) to July 31, 2013
Operating activities:
Net loss	$	(3,561	)	$	(3,561	)
Adjustment to reconcile net loss to net cash
provided by operations:
Changes in assets and liabilities:		-			-
Financing activities:
Proceeds from issuance of common stock		4,000			4,000
Due to related party		50			50
Net cash provided by financing activities		4,050			4,050
Net increase in cash		4,050			4,050
Cash, beginning of period		-			-
Cash, end of period	$	489		$	489
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes	$	-		$	-
Interest	$	-		$	-
Supplemental disclosure of non-cash information:
Common stock issued for services	$	-		$	-

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~"The~~For ~~accompanying~~the ~~notes~~Six ~~are~~Months anEnded ~~integral~~June ~~part~~30, ~~of these financial statements"~~

(Unaudited)

	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,504,780	)	$	(1,808,321	)
Adjustments for non-cash items:
Amortization of debt discount		–			172,655
Depreciation		1,856			433
Loss on disposal of fixed assets		6,170			–
Loss on extinguishment of debt		–			91,593
Gain on derivative liability		–			(142,835	)
Common stock issued for services		39,177			–
Fair value of options vested		214,805			1,051,538
Changes in operating assets and liabilities:
Prepaid expenses		(534,838	)		–
Deposits		(700	)		–
Accounts payable and accrued liabilities		94,901			(104,038	)

NET CASH USED IN OPERATING ACTIVITIES		(1,683,409	)		(738,975	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(19,618	)		(49,866	)
Development of software		(186,420	)		–

NET CASH USED IN INVESTING ACTIVITIES		(206,038	)		(49,866	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issuance		1,556,156			1,215,750
Proceeds from notes payable		100,000			50,000
Payments on convertible notes		–			(240,000	)
Payments on notes payable		–			(70,000	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,656,156			955,750

NET CHANGE IN CASH		(233,291	)		166,909

CASH AT BEGINNING OF PERIOD		303,483			12,191
CASH AT END OF PERIOD	$	70,192		$	179,100


Cash paid for interest	$	465		$	19,890
Cash paid for taxes	$	800		$	800

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued in extinguishment of debt	$	–		$	183,260

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

~~SONGBIRD~~DTHERA ~~DEVELOPMENT INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY From Inception December 27, 2012 to July 31, 2013~~SCIENCES

	Common Stock				Additional					Total
	Number of				Paid-in		Accumulated			Shareholders'
	Shares		Par Value		Capital		Deficit			Equity
Balance, December 27, 2012 (Inception)		-	$	-	$	-	$	-		$	-
Common Shares issued:
for cash on July 10, 2013		4,000,000		4,000		-		-			4,000
Net loss		-		-		-		(3,561	)		(3,561	)
Balance, July 31, 2013		4,000,000	$	4,000	$	-	$	(3,561	)	$	439

Notes to Condensed Consolidated Financial Statements

~~"The~~June ~~accompanying~~30, ~~notes~~2018 ~~are~~and anDecember ~~integral~~31, ~~part of these financial statements"~~2017

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 June 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 June 30, 2018 and 2017, are not necessarily indicative of the operating results for the full years.

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 $6,041,727 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 products 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.

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.

F-5

~~NOTE~~Accounting ~~1. ORGANIZATION AND DESCRIPTION OF BUSINESS~~Basis

~~Songbird~~The ~~Development Inc. (the~~ Company)’s financial ~~was~~statements ~~incorporated~~are ~~under~~prepared ~~the~~using ~~laws of~~ the ~~State~~accrual basis of ~~Nevada~~accounting onin ~~December~~accordance ~~27,~~with ~~2012~~U.S. GAAP. The Company ~~was~~has ~~formed to engage in the development and operation of~~ a ~~business~~December 31 ~~engaged~~fiscal inyear ~~the distribution of high~~ end ~~cutlery sets produced in China~~.

~~The~~Use ~~Company is in the development stage. Its activities to date have been limited to capital formation, organization and development~~ of ~~its business plan.~~Estimates

~~NOTE~~The 2preparation of financial statements in conformity with U.S. ~~SUMMARY~~GAAP OFrequires ~~SIGNIFICANT~~management ~~ACCOUNTING~~to ~~POLICIES~~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.

~~Basis~~Principles of ~~Presentation~~Consolidation

The ~~Company~~consolidated ~~follows~~financial statements include the ~~accrual~~accounts ~~basis~~ of ~~accounting~~Dthera inSciences ~~accordance~~and ~~with~~its ~~accounting~~subsidiaries. ~~principles~~All ~~generally~~significant ~~accepted~~inter-company inaccounts ~~the United States of America~~ and ~~has~~transactions ~~adopted~~have abeen ~~year-end of July 31~~eliminated.

~~The~~Software preparation of financial statements in conformity with accounting principles generally accepted in the United States of America("US 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Development

~~Management~~The ~~further~~Company ~~acknowledges~~accounts ~~that~~for itinternal isuse ~~solely~~software development ~~responsible~~costs ~~for~~in ~~adopting~~accordance ~~sound~~with authoritative guidance related to accounting ~~practices~~for ~~consistently~~the ~~applied,~~costs ~~establishing~~of application and ~~maintaining~~web asoftware developed ~~system~~or ofobtained for internal ~~accounting~~use. ~~control~~Software ~~and~~development ~~preventing~~costs ~~and~~that ~~detecting~~are ~~fraud.~~incurred ~~The~~in ~~Company’s~~the ~~system~~preliminary ofdevelopment ~~internal~~stage ~~accounting~~are ~~control~~expensed as isincurred. ~~designed~~Once tocertain ~~assure,~~criteria ~~among~~have ~~other~~been ~~items,~~met ~~that~~(“application 1development stage”), ~~recorded~~direct ~~transactions~~costs ~~are~~incurred ~~valid;~~in 2)developing or ~~valid~~obtaining ~~transactions~~computer software are ~~recorded;~~capitalized. Costs in the post-implementation/operation stage, including costs related to training and 3)software ~~transactions~~maintenance, are ~~recorded~~expensed inas ~~the~~incurred. ~~proper~~Some ~~period~~costs in apost-implementation ~~timely~~stage ~~manner~~can tobe ~~produce~~capitalized ~~financial~~if ~~statements~~the ~~which~~modifications add ~~present~~additional ~~fairly~~functionality in the ~~financial~~future. ~~condition,~~The ~~results~~application ofdevelopment ~~operations~~stage ~~and~~begin ~~cash~~in ~~flows~~the first fiscal quarter of 2018 and the post-implementation/operation ~~Company~~stage ~~for~~is expected to be reached in the ~~respective~~third ~~periods~~fiscal ~~being~~quarter ~~presented~~of 2018.

~~Basic~~Research ~~Earnings (loss) Per Share~~and Development

~~ASC~~The NoCompany engages in new software and hardware development efforts. ~~260,~~Research ~~“Earnings~~and ~~Per~~development ~~Share”,~~expenses ~~specifies~~relating ~~the~~to ~~computation,~~possible ~~presentation~~future software and ~~disclosure~~hardware ~~requirements~~are ~~for~~expensed as ~~earnings~~incurred. ~~(loss)~~Research ~~per~~and ~~share~~development expenses were $53,488 and $78,188 for ~~entities~~the ~~with~~three ~~publicly~~and ~~held~~six ~~common~~months ~~stock.~~ended ~~The~~June ~~Company~~30, ~~has~~2018, ~~adopted~~respectively, and $75,699 and $91,334 for the ~~provisions~~three ofand ~~ASC~~six ~~No.~~months ~~260~~ended June 30, 2017, respectively.

Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.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 have been presented separately from General and Administrative expenses. Related Party Advances are presented with Accounts Payable and Accrued Liabilities and Restricted Cash ~~Equivalents~~is presented separately from Cash.

~~The~~Loss ~~Company~~Per ~~considers~~Common ~~all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.~~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.

F-6

~~NOTE~~For the 2.six ~~SUMMARY~~months OFended ~~SIGNIFICANT~~June ~~ACCOUNTING~~30, ~~POLICIES~~2018 and 2017, all of the Company’s potentially dilutive securities (~~Continued~~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 2,805,256 and 1,369,033 for the six months ended June 30, 2018 and 2017, respectively.

~~Special~~Recent ~~purpose~~Accounting ~~entities~~Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customer (Topic 606) (“ASU 2014-09”). ASU 2014-09 was a joint project between the FASB and the International Accounting Standards Board to remove inconsistencies and weaknesses in revenue requirements; provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; provide more useful information to users of financial statements through improved disclosure requirements; and simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 has since been updated. ASU 2014-09 as updated provides a five-step model for recognizing revenue and recognizing costs to obtain or fulfill contracts with customers. The ~~Company~~amendment ~~does~~is ~~not~~effective ~~have~~for ~~any~~financial ~~off~~reporting periods beginning after December 15, 2017 and a modified retrospective or full retrospective approach may be used. The Company will adopt ASU 2014-~~balance~~09 ~~sheet~~and ~~financing~~all ~~activities~~related ASUs in the third fiscal quarter of 2018, in connection with the launch of its product.

~~Business~~In ~~segments~~February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 (updated by ASU 2017-13 and 2018-01) provides guidance for lessees and lessors and requires a right-of-use asset and a lease liability to be recognized in the Statement of Financial Position. Disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. As such, qualitative disclosures and specific quantitative disclosures are required. A modified retrospective approach is required and several practical expedients are available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company will adopt ASU 2016-02 and all related ASUs in the third fiscal quarter of 2018, when it anticipates the launch of its product. The Company does not anticipate ASU 2016-02 will have a material impact on its financial statements as its only contract for which the Company is a lessee is a short-term lease for its office space.

~~ASC~~In ~~280~~June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“~~Segment~~ASU ~~Reporting~~2018-07”). ~~requires~~ASU ~~use~~2018-07 ofprovides for improvements to nonemployee share-based payment accounting by expanding the ~~“management~~scope ~~approach”~~of ~~model~~Topic 718 to include share-based payment transactions for ~~segment~~acquiring ~~reporting~~goods and services from nonemployees. The ~~management~~awards ~~approach~~will ~~model~~be ismeasured at grant date, consistent with accounting for employee share-based onpayment ~~the~~awards. ~~way~~The ameasurement ~~company’s~~date ~~management~~has ~~organizes~~been ~~segments~~redefined ~~within~~as the ~~company~~date ~~for~~at ~~making~~which ~~operating~~the ~~decisions~~grantor and ~~assessing~~grantee ~~performance~~reach a mutual understanding of the key terms and conditions of the award. The ~~Company~~requirement ~~determined~~to itreassess classification of equity-classified awards upon vesting has ~~one~~been ~~operating~~eliminated. ~~segment~~ASU 2018-07 will have a material impact on the Company’s financial statements as a significant number of ~~July~~options ~~31,~~were ~~2013~~granted to nonemployees. The Company will adopt ASU 2018-07 in the third fiscal quarter of 2018.

~~Use~~NOTE of4 ~~Estimates~~– ~~and~~PROPERTY ~~Assumptions~~AND EQUIPMENT

The ~~preparation~~Company’s property ~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~equipment ~~that~~were ~~affect~~comprised ~~the reported amounts~~ of ~~assets~~the ~~and~~following ~~liabilities~~as ~~and disclosure~~ of ~~contingent~~June ~~assets~~30, ~~and~~2018, ~~liabilities at the date of the financial statements~~ and ~~the~~December ~~reported~~31, ~~amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring.~~2017:

Income Taxes

	June 30, 2018		December 31, 2017
Computer and Equipment	$	10,805	$	10,237
Assets Used to Fulfill Contract Obligations		82,284		70,195
Less: Accumulated Depreciation		(4,132)		(3,067)
Net Property and Equipment	$	88,957	$	77,365

~~Income~~Depreciation on ~~taxes~~the ~~are~~assets ~~provided~~used into ~~accordance~~fulfill ~~with~~contract ~~ASC~~obligations ~~No.~~will ~~740,~~begin ~~Accounting~~when ~~for~~put ~~Income~~into ~~Taxes.~~use Aand ~~deferred~~will ~~tax~~be ~~asset~~depreciated orover ~~liability~~a is3-year ~~recorded~~period. Depreciation expense for ~~all~~the ~~temporary~~three ~~differences~~and ~~between~~six ~~financial~~months ended June 30, 2018 was $900 and ~~tax~~$1,856, ~~reporting~~respectively. Depreciation expense for the three and ~~net~~six ~~operating~~months ~~loss~~ended ~~carry-forwards~~June 30, 2017, was $255 and $433, respectively. ~~Deferred~~The ~~tax~~Company ~~expense~~recorded ~~(benefit)~~a ~~results~~loss ~~from~~on ~~the~~disposal ~~net~~of fixed ~~change~~assets ~~during~~in the ~~year~~three and six-months ended June 30, 2018 of ~~deferred~~$3,391 ~~tax~~and ~~assets~~$6,170, respectively, with no related expense in the three and ~~liabilities~~six months ended June 30, 2017.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Revenue and Cost Recognition

The Company ASC No. 605 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured. The Company has not generated any revenue since its inception.

F-7

NOTE 2.5 ~~SUMMARY~~– OFCOMPUTER ~~SIGNIFICANT~~SOFTWARE DEVELOPMENT ~~ACCOUNTING POLICIES (Continued)~~COSTS

~~Advertising~~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 $186,420 as of June 30, 2018.

~~The~~No ~~Company~~amortization expense ~~will~~has ~~expense~~been ~~its~~recognized ~~advertising~~for ~~when~~the ~~incurred~~capitalized software development costs through June 30, 2018. ~~There~~Amortization ~~has~~on ~~been~~these nocapitalized software ~~advertising~~development ~~since~~costs ~~inception~~will begin when placed in service and will be amortized over the life of the software.

NOTE 6 – 3.NOTES ~~RECENT ACCOUNTING PRONOUCEMENTS~~PAYABLE

~~The~~On May 11, 2018, the Company ~~has~~issued ~~evaluated~~a ~~all~~short-term promissory ~~the~~note ~~recent~~to ~~accounting~~an ~~pronouncements~~unrelated ~~through~~party for $50,000 due 30 days from the date ~~the~~of ~~financial~~issuance. ~~statements~~The ~~were~~note ~~issued~~bears an interest rate of 14.4% per annum, and ~~filed~~the ~~with~~Company has the ~~Securities~~right ~~and~~to ~~Exchange~~pre-pay ~~Commission~~with ~~and~~no ~~believe~~penalty ~~that~~or ~~none~~premium. ofThe ~~them~~Company’s ~~will~~obligation ~~have~~to repay the note was secured by the grant of a ~~material~~security ~~effect~~interest onin the ~~Company’s~~assets ~~financial~~of ~~statements~~the Company.

~~NOTE~~On 4June 10, 2018, the Company extended the term of the above short-term promissory note of $50,000 to October 31, 2018. ~~GOING~~All ~~CONCERN~~other terms remained the same.

~~The~~On ~~accompanying~~June ~~financial~~28, ~~statements~~2018, ~~are~~the ~~presented~~Company onissued a short-term ~~going~~promissory ~~concern~~note ~~basis.~~to ~~The~~an ~~Company~~unrelated ~~had~~party nofor ~~operations~~$50,000 ~~during~~due ~~the~~90 ~~period~~days from ~~December~~the ~~27, 2012 (~~date of ~~inception) to July 31, 2013~~issuance. ~~This~~The ~~condition~~note ~~raises~~bears ~~substantial~~interest ~~doubt about the Company’s ability to continue as~~ at a ~~going~~rate ~~concern.~~of ~~The~~12% ~~Company~~per isannum, ~~currently~~and in the ~~development~~Company ~~stage and~~ has ~~minimal expenses, management does not believe that~~ the ~~Company’s~~right ~~current cash of $479 is sufficient~~ to ~~cover~~pre-pay ~~the~~with ~~expenses~~no ~~they~~penalty ~~will incur during the next twelve months in a limited operations scenario~~ or ~~until it raises additional funding~~premium. AsThe ofCompany’s ~~the~~obligation ~~date~~to repay of the ~~financial~~note ~~statements,~~was ~~there~~secured ~~were~~by ~~no commitments to receive funds. Management estimates~~ the ~~minimum~~grant ~~amount~~ of ~~additional~~a ~~funding~~security ~~necessary~~interest toin ~~remove~~ the ~~threat~~assets ~~and enable the Company to remain viable for at least the twelve months following the date~~ of the ~~financial statements is approximately $10,000~~Company.

NOTE 7 5.– ~~RELATED~~COMMON ~~PARTY TRANSACTIONS~~STOCK

The ~~sole~~Board ~~officer~~of ~~and~~Directors ~~director~~ of the Company ~~may,~~approved ina ~~the~~one ~~future,~~for ~~become~~twenty ~~involved~~reverse instock split ~~other~~that ~~business~~became ~~opportunities~~effective asSeptember ~~they become available~~25, ~~he may face a conflict in selecting between the Company and those other business opportunities~~2018. The ~~Company~~effect ~~has not formulated a policy for the resolution~~ of ~~such~~this ~~conflicts.~~reverse ~~Also~~stock ~~our~~split ~~sole officer and director currently owns 100% of our common voting shares and~~ has ~~voting~~been ~~control~~retroactively ~~over~~reflected ~~corporate~~in ~~decisions~~these ~~and~~financial ~~strategy~~statements.

As of ~~July~~June 3130, ~~2013~~2018, ~~$50~~the isCompany ~~owed~~was authorized to ~~the~~issue ~~Company’s~~600,000,000 ~~Officer~~shares &of ~~Director,~~$0.001 ~~Igor~~par ~~Kaspruk,~~value ~~from~~per ~~funds~~share ~~loaned~~Common toStock, ~~the~~of ~~Company~~which to50,641,277 ~~open~~and ~~the~~47,043,304 ~~bank~~shares ~~account.~~were ~~The~~issued outstanding ~~loan~~as isof ~~non-interest~~June ~~bearing~~30, ~~with~~2018, noand ~~specific~~December ~~repayment~~31, ~~terms~~2017, respectively.

~~NOTE~~During the 6.six ~~STOCK~~months ~~TRANSACTIONS~~ended June 30, 2018, the Company issued 3,211,108 shares of Common Stock for $1,524,350 in cash in connection with a private placement offering.

OnDuring ~~July~~the ~~10,~~six ~~2013,~~months weended ~~offered~~June ~~and sold to Igor Kaspruk~~30, ~~our President~~2018, ~~Secretary,~~option ~~Treasurer~~holders ~~and Director~~exercised 296,865 aoptions ~~total~~at ~~of 4,000,000 shares of common stock for a purchase price of~~ $0.~~001~~11 per share, ~~for~~of ~~aggregate~~common ~~proceeds~~stock offor $431,~~000~~806.

AsDuring the ofsix ~~July~~months 31ended June 30, ~~2013~~2018, the Company ~~had~~issued 490,000~~,000~~ shares of common stock ~~issued~~in exchange for strategic advisory services. The fair value of the stock compensation was $39,177 of which $13,059 was recognized in general and ~~outstanding~~administrative expenses for the three and six months ended June 30, 2018 with the remainder in prepaid assets for future services.

NOTE 7.8 ~~STOCKHOLDER'S~~– ~~EQUITY~~STOCK OPTIONS AND WARRANTS

~~The~~Stock ~~stockholder's~~Purchase ~~equity section of the Company contains the following classes of capital stock as of July 31, 2013:~~Options

~~Common~~On ~~stock~~March 21, ~~$0.001~~2018, ~~par~~the ~~value:~~Company’s 75Board of Directors voted to grant to sixteen individuals options to purchase up to an aggregate of 1,~~000~~500,000 shares ~~authorized~~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; 4one-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 ~~and~~pursuant ~~outstanding~~to a stock option or stock incentive plan.

F-8

~~________________~~On April 6, 2018, the Company’s Board of Directors approved the grant of 250,000 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 $0.65.

~~[Back~~On ~~Page~~June 13, 2018, the Company’s Board of ~~Prospectus]~~Directors approved the grant of 60,000 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 $0.45 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 600,000 options to purchase shares of the Company’s common stock, consisting of grants of 25,000 options to 24 employees and consultants to the Company who had been instrumental in helping the Company get to the point of the initial launch. The options granted had an exercise price of $0.42 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 28, 2018, the Company’s Board of Directors approved the grant of an aggregate of 250,000 options to purchase shares of the Company’s common stock, consisting of grants of 125,000 options to two Board Members of the Company. The options granted had an exercise price of $0.42 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.

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 fully vest 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 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. 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 June 30, 2018, the Company re-measured the unvested options at a value of $2,097,912 to be recognized over the vesting period. The Company recorded $142,914 and $214,805 of stock-based compensation expense in the three and six months ended June 30, 2018, respectively. The Company recorded $862,384 and $1,051,538 of stock-based compensation expense in the three and six months ended June 30, 2017, respectively.

The following table summarizes the changes in options outstanding of the Company during the six months ending June 30, 2018:

	Number of Options			Weighted Average Exercise Price per Share

Outstanding, December 31, 2017		1,382,351		$	0.30
Granted		2,660,000		$	0.55
Exercised		(296,865	)	$	0.11
Cancelled		(25,000	)	$	0.65
Outstanding, June 30, 2018		3,720,486		$	0.49

Exercisable, June 30, 2018		930,403		$	0.35

As of June 30, 2018, the Company had $1,490,285 in unrecognized expense related to future vesting of stock options.

Stock Purchase Warrants

During the six months ended June 30, 2018, the Company did not issue any warrants.

F-9

The following table summarizes the changes in warrants outstanding during the six months ended June 30, 2018:

	Number of Warrants		Weighted Average Exercise Price per Share

Outstanding, December 31, 2017		6,553,860	$	0.45

Outstanding, June 30, 2018		6,553,860	$	0.45

Exercisable, June 30, 2018		–		–

The warrants 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 $2.50 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.

NOTE 9 - FAIR VALUE MEASUREMENTS

Equities measured at fair value on a recurring basis at June 30, 2018, are summarized as follows:

				Level 1				Level 2				Level 3				Total
	Fair value of options			$	–			$	2,097,912			$	–			$	2,097,912

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.

NOTE 10 - 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:

Promissory Notes

On July 2, 2018, the Company issued a short-term note to an unrelated party for $100,000 due 60 days from the date of issuance. The note bears an interest rate of 12% per annum, 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.

On July 2, 2018, the Company received $50,000 for a short-term promissory note to an unrelated party due 60 days from the date of issuance. The note bears interest at a rate of 12% per annum, 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.

Sale of Common Stock

On July 20, 2018, the Company received cash proceeds of $500,000 in connection with a subscription agreement with an investor to sell 769,231 common shares at $0.65 per share. This closed a private placement offering of shares of its common stock (the “Offering”). The Company had commenced the Offering in late 2017.

F-10

Filing Compare · DTHERA SCIENCES