Frelii (FRLI) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document And Entity Information
Entity Registrant Name	Vican Resources, Inc.
Entity Central Index Key	1,223,533
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,943,634
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

INTERIM CONDENSED CONSOLIDATED

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)		Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents		$ 0	$ 0
Secured promissory note receivable	[1]	500,000	0
Interest receivable - Secured promissory note receivable	[1]	9,425	0
Total current assets		509,425	0
TOTAL ASSETS		509,425	0
Current liabilities
Accounts payable and accrued liabilities	[2]	360,804	842,192
Convertible promissory note (net of unaccreted debt discount of $73,404 and $nil, respectively)	[3]	426,596	0
Embedded derivative	[4]	84,617	0
Advances from former related parties	[5]	0	80,610
Advances from third parties	[2]	30,225	6,865
Notes payable to former related parties	[6]	873,944	873,944
Total Current Liabilities		1,776,186	1,803,611
TOTAL LIABILITIES		1,776,186	1,803,611
Shareholders' deficit
Preferred Stock, $0.001 par value; 20,000,000 shares authorized:	[7]	0	0
Series A Preferred Stock, $0.001 par value; 100 (December 31, 2016 - 100) shares issued and outstanding		0	0
Series B Preferred Stock, $0.001 par value; nil (December 31, 2016 - nil) shares issued and outstanding		0	0
Series C Preferred Stock, $0.001 par value; nil (December 31, 2016 - nil) shares issued and outstanding		0	0
Class A Common Stock, $0.001 par value; nil (December 31, 2016 - nil) shares issued and outstanding		0	0
Class B Common Stock, $0.001 par value; 1,943,634 (December 31, 2016 - 1,943,634) shares issued and outstanding		1,944	1,944
Additional paid in capital		1,915,914	1,915,914
Accumulated deficit		(3,184,619)	(3,721,469)
Total shareholders' deficit		(1,266,761)	(1,803,611)
Total liabilities and shareholders' deficit		509,425	0
Class A Common Stock
Shareholders' deficit
Class A Common Stock, $0.001 par value; nil (December 31, 2016 - nil) shares issued and outstanding		0	0
Class B Common Stock
Shareholders' deficit
Class B Common Stock, $0.001 par value; 1,943,634 (December 31, 2016 - 1,943,634) shares issued and outstanding		1,944	1,944
Series A Preferred Stock
Shareholders' deficit
Series A Preferred Stock, $0.001 par value; 100 (December 31, 2016 - 100) shares issued and outstanding		0	0
Series B Preferred Stock
Shareholders' deficit
Series B Preferred Stock, $0.001 par value; nil (December 31, 2016 - nil) shares issued and outstanding		0	0
Series C Preferred Stock
Shareholders' deficit
Series C Preferred Stock, $0.001 par value; nil (December 31, 2016 - nil) shares issued and outstanding		$ 0	$ 0
[1]	Note 5
[2]	Note 6
[3]	Note 7
[4]	Note 8
[5]	Note 9
[6]	Note 10
[7]	Note 11

INTERIM CONDENSED CONSOLIDATED3

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Class A Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common Stock, shares issued	0	0
Common Stock, shares outstanding	0	0
Class B Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common Stock, shares issued	1,943,634	1,943,634
Common Stock, shares outstanding	1,943,634	1,943,634
Series A Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares issued	100	100
Preferred Stock, shares outstanding	100	100
Series B Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Series C Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

INTERIM CONDENSED STATEMENT OF

INTERIM CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
NET REVENUES		$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
Selling, general and administrative		1,614	43,152	58,875	140,872
Loss from operations		(1,614)	(43,152)	(58,875)	(140,872)
Other income (expenses)
Gain on settlement of debt	[1]	0	0	671,585	0
Interest income - Secured promissory note	[2]	5,041	0	9,425	0
Interest expense - Notes payable to former related parties	[3]	(21,549)	(22,029)	(64,647)	(65,606)
Change in fair value of embedded derivative	[4]	45,219	0	126,021	0
Accretion expense - Debt discount on convertible note	[5]	(73,404)	0	(137,234)	0
Interest expense - Convertible promissory note	[5]	(5,041)	0	(9,425)	0
Total other income (expenses)		(49,734)	(22,029)	595,725	(65,606)
Income (loss) before income taxes		(51,348)	(66,181)	536,850	(206,478)
Income tax expense		0	0	0	0
Net income (loss) and comprehensive income and (loss)		$ (51,348)	$ (66,181)	$ 536,850	$ (206,478)
Net income (loss) per common share - basic and diluted		$ (0.03)	$ (0.03)	$ 0.28	$ (0.11)
Weighted average number of common shares outstanding - basic and diluted		1,943,634	1,943,634	1,943,634	1,943,634
[1]	Note 12
[2]	Note 5
[3]	Note 10
[4]	Note 8
[5]	Note 7

INTERIM CONDENSED STATEMENT OF5

INTERIM CONDENSED STATEMENT OF CASH FLOWS (unaudited) - USD ($)		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016
Cash flow from operating activities
Net income (loss)		$ 536,850	$ (206,478)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Gain on settlement of debt	[1]	(671,585)	0
Change in fair value of embedded derivative	[2]	(126,021)	0
Accretion expense - Debt discount on convertible promissory note	[3]	137,234	0
Changes in non-cash operating assets and liabilities
Interest receivable - Secured promissory note		(9,425)	0
Accounts payable and accrued liabilities		102,722	202,478
Net Cash Used in Operating Activities		(30,225)	(4,000)
Cash flow from investing activities
Secured promissory note receivable		(500,000)	0
Net cash used in investing activities		(500,000)	0
Cash flow from financing activities
Proceeds from convertible promissory note		500,000	0
Proceeds from third party advances		30,225	0
Proceeds from related party advances		0	4,000
Net Cash Provided by Financing Activities		530,225	4,000
Increase (decrease) in cash and cash equivalents		0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD		0	0
Cash Payments For:
Interest		0	0
Income taxes		$ 0	$ 0
[1]	Note 12
[2]	Note 8
[3]	Note 7

NOTE 1 - ORGANIZATION AND DESCR

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Vican Resources, Inc. (the "Company") was incorporated under the laws of the State of Nevada on September 5, 2002 under the name of "Tremont Fair, Inc." From July 2009 until May 2011, the Company operated as a real estate services firm, seeking to capitalize on the real estate opportunities resulting from the dislocation in the credit markets, and by extension, the multifamily housing market, by acquiring, rehabilitating, stabilizing and selling distressed multifamily properties in the southern United States, predominantly in Texas. On May 26, 2011, the Company changed its name to Vican Resources, Inc. and changed its business model when it sold the real estate services division and acquired all of the outstanding shares of Vican Trading, Inc., a Montreal-based purchaser and seller of metals, ores, and other commodities (hereafter, "Vican Trading"). Upon the acquisition of Vican Trading, there was an implied option for either party to rescind the original acquisition. During the year that option was exercised and on December 20, 2011, the Company again changed its business when it unwound the acquisition of Vican Trading and acquired all of the assets of Med Ex Direct, Inc., a Florida-based provider of management services in respect of the distribution of diabetic supplies, principally to Hispanic patients (hereafter, "Med Ex Florida"). On March 22, 2012, the Company again changed its business to become an oil and gas exploration, development and distribution company when we unwound the purchase of the assets of Med Ex Florida and acquired three separate working interests in two oil and gas wells located in Jefferson County, Mississippi. In consideration of the assignments the Company is to pay all costs and expenses associated with the development of the working interests. To date there have been no costs incurred or required. On April 5, 2017, Ian Jenkins acquired 1,830,000 shares of common stock of the Company, representing approximately 94.2% of the issued and outstanding shares of common stock from the previous majority shareholders of the Company. Mr. Jenkins also acquired 100 shares of Series A Preferred Stock, representing all of the issued and outstanding shares of Series A Preferred Stock of the Company. Consequently, Mr. Jenkins unilaterally controls the election of the Company's Board of Directors, all matters upon which shareholder approval is required, and ultimately, the direction of the Company. On April 11, 2017, the Company executed a Share Exchange Agreement with Unprescribed, LLC ("Unprescribed") and the members of Unprescribed, including Ian Jenkins, Chief Executive Officer and majority shareholder, Dr. Gregory Mongean and Christopher Dean (the "Members). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding membership interests of Unprescribed held by the Members for an aggregate of 25,000,000 shares of common stock of the Company. Ian Jenkins, the holder of 1,830,000 shares of common stock and 100 shares of Series A Preferred Stock, agreed to cancel such shares as of and at the Closing. Other than Mr. Jenkins, shareholders of the Company's common stock hold approximately 109,907 shares, which will remain unchanged by the Share Exchange Agreement. In addition, at the Closing, the holders of an aggregate of approximately $1,357,000 of outstanding convertible notes issued by the Company have agreed to limit conversion of such debt to a maximum of 8,500,000 shares of common stock and the remaining debt will be cancelled. The Share Exchange Agreement was subject to completion of certain conditions precedent to closing, including Uprescribed's delivery of audited financial statements for the years ended December 31, 2015 and 2016. The Share Exchange Agreement provided for automatic termination if the closing of the transactions contemplated thereby did not occur by June 30, 2017. Pursuant to subsequent amendments to the Share Exchange Agreement, the termination date was extended from June 30, 2017 to December 31, 2017. In addition, the parties have agreed that in addition to the share exchange with Unprescribed, the Company shall also exchange shares for membership interests in Cornerstone Medical Center LLC, a Nebraska limited liability company, an affiliate of Unprescribed ("Cornerstone"), and the members of Cornerstone. At the Closing, the Company will acquire the outstanding membership interests of Unprescribed and Cornerstone held by the Members for an aggregate of 25,000,000 shares of common stock of the Company.

NOTE 2 - BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	NOTE 2 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Vican Resources, Inc. ("the Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K for the year ended December 31, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year 2016 as reported in Form 10-K have been omitted.

NOTE 3 - SIGNIFICANT ACCOUNTING

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS SIGNIFICANT ACCOUNTING POLICIES These unaudited condensed interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements filed on Form 10-K for the period ended December 31, 2016. In the opinion of management, these unaudited interim condensed financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. The Company's significant accounting policies have not changed from the year ended December 31, 2016, except as described below. NEWLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In August 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, "Presentation of Financial Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The standard provides guidance about management's responsibility to evaluate whether there is a substantial doubt about the organization's ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. There was no impact on the unaudited interim condensed balance sheets or the unaudited interim condensed statements of operations and comprehensive loss from the adoption of this standard. Recently issued accounting pronouncements In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01.

NOTE 4 - BASIC AND DILUTED NET

NOTE 4 - BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE	NOTE 4 - BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings (loss) per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents (if dilutive) outstanding. For the three and nine months ended September 30, 2017, the common shares underlying the convertible promissory note payable (see note 7) were excluded from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.

NOTE 5 - SECURED PROMISSORY NOT

NOTE 5 - SECURED PROMISSORY NOTE RECEIVABLEE	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
SECURED PROMISSORY NOTE RECEIVABLE	NOTE 5 – SECURED PROMISSORY NOTE RECEIVABLE On April 11, 2017, pursuant to a Security Agreement dated April 11, 2017, the Company paid $495,000 to Cornerstone Medical Center LLC ("Cornerstone"). In exchange the Company received a $500,000 Secured Promissory Note from Cornerstone (the "Promissory Note"), dated April 11, 2017. The Promissory Note bears interest at 4% per annum, or 18% in the event of a default under the Promissory Note. The principal and interest is due on December 31, 2017. The Promissory Note is secured by all the assets of Cornerstone. Cornerstone is owned by Gregory Mongeon, who also owns 50% of Unprescribed. Ian Jenkins, Chief Executive Officer of the Company, is also the trustee of a trust that owns 25% of the Unprescribed membership interests. As discussed in Note 15, the Company has executed an Amended and Restated Share Exchange Agreement dated October 25, 2017, that provides for the Company's acquisition of 100% of Cornerstone and 100% of Unprescribed's membership interests.

NOTE 6 - ACCOUNTS PAYABLE AND A

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND ADVANCES FROM THIRD PARTIES	9 Months Ended
	Sep. 30, 2017
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND ADVANCES FROM THIRD PARTIES Accounts payable and accrued liabilities consist of the following: September 30, 2017 December 31, 2016 Kenneth I. Denos, P.C. – legal services $ - $ 292,500 Chene C. Gardner & Associates, Inc. - accounting services - 195,000 Rent - 19,500 Other vendors 907 50,981 Accrued interest on notes payable to former related parties 350,472 284,211 Accrued interest on convertible promissory note 9,425 - Total $ 360,804 $ 842,192 Kenneth I. Denos, P.C. was the majority common stockholder of the Company to April 5, 2017, and is controlled by Kenneth I. Denos, director of the Company from December 20, 2011 to May 27, 2014. Under a verbal agreement commencing January 2012, Kenneth I. Denos, P.C. provided legal services to the Company for accrued compensation of $7,500 per month through February 2017. Chene C. Gardner & Associates Inc. is controlled by Chene C. Gardner, Chief Financial Officer of the Company from May 31, 2011 to May 27, 2014 and sole officer and director of the Company from August 18, 2014 to April 5, 2017. Under a verbal agreement commencing June 2011, Chene C. Gardner & Associates, Inc. provided accounting services to the Company for accrued compensation of $5,000 per month through February 2017. In March 2017, in connection with negotiations relating to the change in control transaction on April 5, 2017 (see Note 1), Kenneth I. Denos P.C., Chene C. Gardner & Associates, Inc., and 5 other vendors agreed to waive accounts payable due them totaling $584,110. ADVANCES FROM THIRD PARTIES During the nine months ended September 30, 2017, the Company was advanced $30,225 for certain selling, general and administration costs. The Company is currently working with this third party with respect to settlement and intends to settle the amounts in connection with the transaction as described in Note 1.

NOTE 7 - CONVERTIBLE PROMISSORY

NOTE 7 - CONVERTIBLE PROMISSORY NOTE PAYABLE	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 6 - CONVERTIBLE PROMISSORY NOTE PAYABLE	NOTE 7 – CONVERTIBLE PROMISSORY NOTE PAYABLE On April 11, 2017, the Company received $500,000 cash from an accredited arm's length creditor. In exchange the Company issued a promissory noted dated April 11, 2017 (the "Convertible Note"). The Convertible Note bears interest at 4% per annum or 18% in the event of a default. The principal and interest is payable on December 31, 2017 and is convertible into shares of common stock at a conversion price of $1.00 per share. The Convertible Note also provides for a reduction in the conversion price of the Convertible Note if the Company issues any common shares at a price less than the conversion price ("a dilutive issuance"). See Note 8 for additional details. At September 30, 2017, the Convertible Note is comprised of the principal outstanding of $500,000 less the unaccreted debt discount of $73,404, for a net balance of $426,596.

NOTE 8 - EMBEDDED DERIVATIVE

NOTE 8 - EMBEDDED DERIVATIVE	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
EMBEDDED DERIVATIVE	NOTE 8 – EMBEDDED DERIVATIVE The Convertible Note payable (see Note 7) contains a variable conversion feature based on a future dilutive issuance. As a result, the number of shares of common stock issuable upon conversion of the convertible promissory note payable is not determinable. As a result, the Company recognized the $210,638 fair value of the embedded conversion feature as an embedded derivative liability, at the April 11, 2017, issuance date and recorded $210,638 to debt discount, which will be accreted as an expense until the settlement or maturity date. For the three and nine months ended September 30, 2017, $73,404 and $137,234, respectively, was recorded as accretion expense. As at April 11, 2017, the fair value of the embedded derivative liability was determined to be $210,638 based on a black-scholes valuation with the following assumptions: a share price of $1.00 per share, a risk free rate of 0.8%, expected volatility of 130% based on comparable companies and a term of 0.72 years. For the three and nine months ended September 30, 2017, the change in fair value of the embedded derivative was determined to be a decrease in the liability of $45,219 and $126,021, respectively.

NOTE 9 - ADVANCES FROM RELATED

NOTE 9 - ADVANCES FROM RELATED PARTIES	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
ADVANCES FROM RELATED PARTIES	NOTE 9 - ADVANCES FROM FORMER RELATED PARTIES Advances from former related parties, which are all non-interest bearing and due on demand, consist of the following: September 30, 2017 December 31, 2016 Cumbria Capital, L.P. $ - $ 37,278 Kenneth I. Denos, P.C. - 26,861 John D. Thomas, P.C. - 16,471 Total $ - $ 80,610 Cumbria Capital, L.P. is a Texas limited partnership controlled by Cyrus Boga, director of the Company from December 15, 2011 to May 27, 2014. Through its ownership of 100 shares of the Series A Preferred Stock (10,000,000 votes per share) to April 5, 2017, Cumbria Capital, L.P. had voting control of the Company. John D. Thomas, P.C. is controlled by John D. Thomas, former director of the Company. In March 2017, in connection with negotiations relating to the change in control transaction on April 5, 2017 (see Note 1), Cumbria Capital, L.P., Kenneth I. Denos P.C., and John D. Thomas, P.C. agreed to waive advances payable to them totaling $80,610. See Note 12.

NOTE 10 - NOTES PAYABLE TO FORM

NOTE 10 - NOTES PAYABLE TO FORMER RELATED PARTIES	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
NOTES PAYABLE TO FORMER RELATED PARTIES	NOTE 10 - NOTES PAYABLE TO FORMER RELATED PARTIES Notes payable to former related parties consist of the following: September 30, 2017 December 31, 2016 Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default) $ 402,500 $ 402,500 Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default) 311,973 311,973 Chene C. Gardner & Associates, Inc., interest at 10%, due March 29, 2014 (in default) 140,000 140,000 Due other entities affiliated with Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default) 19,471 19,471 Total $ 873,944 $ 873,944

NOTE 11 - COMMON AND PREFERRED

NOTE 11 - COMMON AND PREFERRED STOCK TRANSACTIONS	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
COMMON AND PREFERRED STOCK TRANSACTIONS	NOTE 11 - COMMON AND PREFERRED STOCK TRANSACTIONS On April 5, 2017, Ian Jenkins acquired 1,830,000 shares of common stock of the Company, representing approximately 94.2% of the issued and outstanding shares of common stock from the previous majority shareholders of the Company. Mr. Jenkins also acquired 100 shares of Series A Preferred Stock, representing all of the issued and outstanding shares of Series A Preferred Stock of the Company. Consequently, Mr. Jenkins unilaterally controls the election of the Company's Board of Directors, all matters upon which shareholder approval is required, and ultimately, the direction of the Company. On September 24, 2013, the Company converted a certain promissory note, in the original principal amount of $400,000 held by Cumbria Capital, L.P. ("Cumbria"), into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled by Cyrus Boga, a director of the Company from December 15, 2011 to May 27, 2014. Although the Preferred Stock carries no dividend, distribution, or liquidation rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and is entitled to vote with the Company's common stockholders on all matters upon which common stockholders may vote. As a result, Cumbria held a controlling voting interest in the Company to April 5, 2017 and Mr. Boga could unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders. On September 24, 2013, the Company converted 1,825,000 shares of our Series C Preferred Stock ("Series C Conversion"), which amount represented all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common stock. As a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series C Conversion, the Board of Directors of the Company approved the Plan of Share Exchange (the "Plan"). The Plan allowed for the conversion of 1,914,840,019 shares of Class A common stock, which amount represented all of the outstanding shares of common stock of the Company, into 1,943,634 shares of Class B common stock. As a result, the Company has no shares of Class A Common stock outstanding, and 1,943,634 shares of Class B common stock outstanding.

NOTE 12 - GAIN ON SETTLEMENT OF

NOTE 12 - GAIN ON SETTLEMENT OF DEBT	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
GAIN ON SETTLEMENT OF DEBT	NOTE 12 – GAIN ON SETTLEMENT OF DEBT As discussed in Notes 6 and 9 above, certain vendors and creditors in March 2017 agreed to waive amounts due them in connection with negotiations relating to the change in control transaction on April 5, 2017 (see Note 1). The gain on settlement of debt of $671,585 for the nine months ended September 30, 2017 consists of: Accounts payable and accrued liabilities $ 584,110 Advances from related parties 80,610 Advances from third parties 6,865 Total gain on settlement of debt $ 671,585

NOTE 13 - INCOME TAXES

NOTE 13 - INCOME TAXES	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 13 - INCOME TAXES The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. 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. At September 30, 2017 the Company had net operating loss carryforwards of approximately $3,125,000 that may be offset against future taxable income through 2037. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Therefore, net operating loss carryforwards may be limited as to use in the future. Net deferred tax assets consist of the following components as at September 30, 2017 and December 31, 2016: As at September 30, As at December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 1,215,362 $ 1,401,704 1,215,362 1,401,704 Valuation allowance (1,215,362 ) (1,401,704 ) Net deferred tax assets $ - $ - The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income for the three and nine months ended September 30, 2017 and 2016 due to the following: For the three months ended September 30, For the nine months ended September 30, 2017 2016 2017 2016 Net income (loss) before income taxes $ (51,348 ) $ (66,181 ) $ 536,850 $ (206,478 ) Expected income tax expense (recovery) at statutory rates (17,458 ) (22,502 ) 182,529 (70,203 ) Non-taxable change in fair value of embedded derivative (15,374 ) - (42,847 ) - Non-deductible accretion of debt discount expense 24,957 - 46,660 - Change in valuation allowance 7,875 22,502 (186,342 ) 70,203 Provision for (benefit from) income taxes $ - $ - $ - $ -

NOTE 14 - GOING CONCERN UNCERTA

NOTE 14 - GOING CONCERN UNCERTAINTY	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN UNCERTAINTY	NOTE 14 - GOING CONCERN UNCERTAINTY The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at September 30, 2017, has negative working capital, and negative cash flows from operations, all of which raise substantial doubt regarding the Company's ability to continue as a going concern. The Company believes these conditions have resulted from the inherent risks associated with small companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company. On April 5, 2017 (see Note 1), there was a change in control of the Company. We expect to be dependent on additional debt and equity financing to develop our new business but we cannot assure you that any such financings will be available or will otherwise be made on terms acceptable to us, or that our present shareholders might suffer substantial dilution as a result. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. These unaudited interim condensed financial statements have been prepared on the basis that the Company will continue as a going concern, which presumes that it will be able to realize its assets and discharge its liabilities in the normal course of business as they come due. These unaudited interim condensed financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheets classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

NOTE 15 - SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 - SUBSEQUENT EVENTS On October 25, 2017, the Company executed an Amended and Restated Share Exchange Agreement ("Amended SEA") with Unprescribed, LLC and Cornerstone Medical Center LLC ("Cornerstone"). Among other things, the Amended SEA provides for, subject to conditions precedent to closing, the acquisition of the membership interests of Unprescribed and Cornerstone no later than December 31, 2017 (see Note 1).

NOTE 6 - ACCOUNTS PAYABLE AND21

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND ADVANCES FROM THIRD PARTIES (Tables)	9 Months Ended
	Sep. 30, 2017
Note 6 - Accounts Payable And Accrued Liabilities And Advances From Third Parties Tables
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	Accounts payable and accrued liabilities consist of the following: September 30, 2017 December 31, 2016 Kenneth I. Denos, P.C. – legal services $ - $ 292,500 Chene C. Gardner & Associates, Inc. - accounting services - 195,000 Rent - 19,500 Other vendors 907 50,981 Accrued interest on notes payable to former related parties 350,472 284,211 Accrued interest on convertible promissory note 9,425 - Total $ 360,804 $ 842,192

NOTE 9 - ADVANCES FROM RELATE22

NOTE 9 - ADVANCES FROM RELATED PARTIES (Tables)	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Advances from related parties	Advances from former related parties, which are all non-interest bearing and due on demand, consist of the following: September 30, 2017 December 31, 2016 Cumbria Capital, L.P. $ - $ 37,278 Kenneth I. Denos, P.C. - 26,861 John D. Thomas, P.C. - 16,471 Total $ - $ 80,610

NOTE 10 - NOTES PAYABLE TO FO23

NOTE 10 - NOTES PAYABLE TO FORMER RELATED PARTIES (Tables)	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
NOTES PAYABLE TO FORMER RELATED PARTIES	Notes payable to former related parties consist of the following: September 30, 2017 December 31, 2016 Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default) $ 402,500 $ 402,500 Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default) 311,973 311,973 Chene C. Gardner & Associates, Inc., interest at 10%, due March 29, 2014 (in default) 140,000 140,000 Due other entities affiliated with Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default) 19,471 19,471 Total $ 873,944 $ 873,944

NOTE 12 - GAIN ON SETTLEMENT 24

NOTE 12 - GAIN ON SETTLEMENT OF DEBT (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Gain on settlement of debt	Accounts payable and accrued liabilities $ 584,110 Advances from related parties 80,610 Advances from third parties 6,865 Total gain on settlement of debt $ 671,585

NOTE 13 - INCOME TAXES (Tables)

NOTE 13 - INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Net deferred tax assets	Net deferred tax assets consist of the following components as September 30, 2017 and December 31, 2016: As at September 30, As at December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 1,205,086 $ 1,401,704 1,205,086 1,401,704 Valuation allowance (1,205,086 ) (1,401,704 ) Net deferred tax assets $ - $ -
Income tax expense benefit	The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income for the three and nine months ended September 30, 2017 and 2016 due to the following: For the three months ended September 30, For the nine months ended September 30, 2017 2016 2017 2016 Net income (loss) before income taxes $ (51,348 ) $ (66,181 ) $ 536,850 $ (206,478 ) Expected income tax expense (recovery) at statutory rates (17,458 ) (22,502 ) 182,529 (70,203 ) Non-taxable change in fair value of embedded derivative (15,374 ) - (42,847 ) - Non-deductible accretion of debt discount expense 24,957 - 46,660 - Change in valuation allowance 7,875 22,502 (182,342 ) 70,203 Provision for (benefit from) income taxes $ - $ - $ - $ -

NOTE 5 - SECURED PROMISSORY N26

NOTE 5 - SECURED PROMISSORY NOTE RECEIVABLEE (Details Narrative)	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Secured Promissory Note Receivable	On April 11, 2017, pursuant to a Security Agreement dated April 11, 2017, the Company paid $495,000 to Cornerstone Medical Center LLC ("Cornerstone"). In exchange the Company received a $500,000 Secured Promissory Note from Cornerstone (the "Promissory Note"), dated April 11, 2017. The Promissory Note bears interest at 4% per annum, or 18% in the event of a default under the Promissory Note. The principal and interest is due on December 31, 2017. The Promissory Note is secured by all the assets of Cornerstone. Cornerstone is owned by Gregory Mongeon, who also owns 50% of Unprescribed. Ian Jenkins, Chief Executive Officer of the Company, is also the trustee of a trust that owns 25% of the Unprescribed membership interests. As discussed in Note 1, the Company has executed an Amended and Restated Share Exchange Agreement dated October 25, 2017, that provides for the Company's acquisition of 100% of Cornerstone and 100% of Unprescribed's membership interest.

NOTE 6 - ACCOUNTS PAYABLE AND27

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND ADVANCES FROM THIRD PARTIES - Accounts payable and advances (Details) - USD ($)		9 Months Ended	12 Months Ended
		Sep. 30, 2017	Dec. 31, 2016
Accounts payable and accrued liabilities consist of the following:
Kenneth I. Denos, P.C. - legal services		$ 0	$ 292,500
Chene C. Gardner & Associates, Inc.- accounting services		0	195,000
Rent		0	19,500
Other vendors		907	50,981
Accrued interest on notes payable to former related parties		350,472	284,211
Accrued interest on convertible promissory note		9,425
Total	[1]	$ 360,804	$ 842,192
[1]	Note 6

NOTE 6 - ACCOUNTS PAYABLE AND28

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	72 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2017
Accounts payable waived due to change of control		$ 584,110
Advance from third party	$ 30,225	$ 30,225
Accounting Services
Monthly compensation			$ 5,000
Legal Services
Monthly compensation			$ 7,500

NOTE 7 - CONVERTIBLE PROMISSO29

NOTE 7 - CONVERTIBLE PROMISSORY NOTE PAYABLE (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Note 7 - Convertible Promissory Note Payable Details Narrative
Converted Promissory note	On September 24, 2013, the Company converted a certain promissory note, in the original principal amount of $400,000 held by Cumbria Capital, L.P. ("Cumbria"), into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled by Cyrus Boga, a director of the Company from December 15, 2011 to May 27, 2014. Although the Preferred Stock carries no dividend, distribution, or liquidation rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and is entitled to vote with the Company's common stockholders on all matters upon which common stockholders may vote. As a result, Cumbria held a controlling voting interest in the Company to April 5, 2017 and Mr. Boga could unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders.
Principal outstanding	$ 500,000
Unaccreted debt discount	73,404
Net balance	$ 426,596

NOTE 8 - EMBEDDED DERIVATIVE (D

NOTE 8 - EMBEDDED DERIVATIVE (Details Narrative) - USD ($)	Apr. 11, 2017	Sep. 30, 2017		Sep. 30, 2017		Dec. 31, 2016	[1]
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Fair value of the embedded derivative liability	$ 210,638	$ 84,617	[1]	$ 84,617	[1]	$ 0
Fair value of embedded derivative		210,638		210,638
Accretion expense	$ 210,638	$ 73,404		$ 137,234
Share price of deriivative liability		$ 1		$ 1
Risk free rate				0.80%
Voltality				130.00%
Change in fair value of the embedded derivative		$ 45,219		$ 126,021
[1]	Note 8

NOTE 9 - ADVANCES FROM RELATE31

NOTE 9 - ADVANCES FROM RELATED PARTIES - Advances from related parties (Details) - USD ($)		Sep. 30, 2017	Dec. 31, 2016
Advances from related parties	[1]	$ 0	$ 80,610
Cumbria Capital, L.P.
Advances from related parties		0	37,278
Kenneth I. Denos, P.C.
Advances from related parties		0	26,861
John D. Thomas, P.C.
Advances from related parties		$ 0	$ 16,471
[1]	Note 9

NOTE 9 - ADVANCES FROM RELATE32

NOTE 9 - ADVANCES FROM RELATED PARTIES (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Notes to Financial Statements
Preferred stock voting rights	Cumbria Capital, L.P. is a Texas limited partnership controlled by Cyrus Boga, director of the Company from December 15, 2011 to May 27, 2014. Through its ownership of 100 shares of the Series A Preferred Stock (10,000,000 votes per share) to April 5, 2017, Cumbria Capital, L.P. had voting control of the Company.
Advances payable, waived	$ 80,610

NOTE 10 - NOTES PAYABLE TO RELA

NOTE 10 - NOTES PAYABLE TO RELATED PARTIES - NOTE 10 - NOTES PAYABLE TO FORMER RELATED PARTIES (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Kenneth I. Denos, interest at 10%, due March 29, 2014 (1)
NOTES PAYABLE TO FORMER RELATED PARTIES	$ 402,500	$ 402,500
Kenneth I. Denos, interest at 10%, due March 29, 2014 (2)
NOTES PAYABLE TO FORMER RELATED PARTIES	311,973	311,973
Chene C. Gardner & Associates, Inc., interest at 10%, due March 29, 2914
NOTES PAYABLE TO FORMER RELATED PARTIES	140,000	140,000
Due other entities affiliated with Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014
NOTES PAYABLE TO FORMER RELATED PARTIES	19,471	19,471
Total Notes payable to related parties
NOTES PAYABLE TO FORMER RELATED PARTIES	$ 873,944	$ 873,944

NOTE 11 - COMMON AND PREFERRE34

NOTE 11 - COMMON AND PREFERRED STOCK TRANSACTIONS (Detais Narrative)	9 Months Ended
	Sep. 30, 2017
Note 11 - Common And Preferred Stock Transactions Detais Narrative
Converted Promissory note	On September 24, 2013, the Company converted a certain promissory note, in the original principal amount of $400,000 held by Cumbria Capital, L.P. ("Cumbria"), into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled by Cyrus Boga, a director of the Company from December 15, 2011 to May 27, 2014. Although the Preferred Stock carries no dividend, distribution, or liquidation rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and is entitled to vote with the Company's common stockholders on all matters upon which common stockholders may vote. As a result, Cumbria held a controlling voting interest in the Company to April 5, 2017 and Mr. Boga could unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders.
Series C Conversion	On September 24, 2013, the Company converted 1,825,000 shares of our Series C Preferred Stock ("Series C Conversion"), which amount represented all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common stock. As a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series C Conversion, the Board of Directors of the Company approved the Plan of Share Exchange (the "Plan"). The Plan allowed for the conversion of 1,914,840,019 shares of Class A common stock, which amount represented all of the outstanding shares of common stock of the Company, into 1,943,634 shares of Class B common stock. As a result, the Company has no shares of Class A Common stock outstanding, and 1,943,634 shares of Class B common stock outstanding.

NOTE 12 - GAIN ON SETTLEMENT 35

NOTE 12 - GAIN ON SETTLEMENT OF DEBT - Gain on settlement of debt (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Accounts payable and accrued liabilities	[1]	$ 360,804		$ 360,804		$ 842,192
Advances from related parties	[2]	0		0		80,610
Advances from third party	[1]	30,225		30,225		$ 6,865
Total gain on settlement of debt	[3]	0	$ 0	671,585	$ 0
Gain on settlement of debt
Accounts payable and accrued liabilities		584,110		584,110
Advances from related parties		80,610		80,610
Advances from third party		$ 6,865		6,865
Total gain on settlement of debt				$ 671,585
[1]	Note 6
[2]	Note 9
[3]	Note 12

NOTE 13 - INCOME TAXES - Net de

NOTE 13 - INCOME TAXES - Net deferred tax assets (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carryforwards	$ 1,215,362	$ 1,401,704
Valuation allowance	(1,215,362)	(1,401,704)
Net deferred tax asset	$ 0	$ 0

NOTE 13 - INCOME TAXES - Income

NOTE 13 - INCOME TAXES - Income tax expense benefit (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Net income (loss) before income taxes	$ (51,348)	$ (66,181)	$ 536,850	$ (206,478)
Expected income tax expense (recovery) at statutory rates	(17,458)	(22,502)	182,529	(70,203)
Non-taxable change in fair value of embedded derivative	(15,374)	0	(42,847)	0
Non-deductible accretion of debt discount expense	24,957	0	46,660	0
Change in valuation allowance	7,875	22,502	(186,342)	70,203
Provision for (benefit from) income taxes	$ 0	$ 0	$ 0	$ 0

NOTE 13 - INCOME TAXES (Details

NOTE 13 - INCOME TAXES (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
NOL carryforwards	$ 1,205,086
Income taxes
Federal tax rates	34.00%

NOTE 15 - SUBSEQUENT EVENTS (De

NOTE 15 - SUBSEQUENT EVENTS (Details Narrative)	3 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent event	On October 25, 2017, the Company executed an Amended and Restated Share Exchange Agreement ("Amended SEA") with Unprescribed, LLC and Cornerstone Medical Center LLC ("Cornerstone"). Among other things, the Amended SEA provides for, subject to conditions precedent to closing, the acquisition of the membership interests of Unprescribed and Cornerstone no later than December 31, 2017 (see Note 1).