Frelii (FRLI) 10-Q/A 23 May 18 2018 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 15, 2018
Entity Registrant Name	Frelii, Inc.
Entity Central Index Key	1,223,533
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	FRLI
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		35,511,107
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		0

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 280,194
Employee Advances	5,025
Note receivable	123,196	340,640
Interest receivable	928	14,466
Total current assets	409,343	355,106
Software, less accumulated amortization of $9,247 at March 31, 2018	225,128
Total assets	634,471	355,106
Current liabilities
Accounts payable and accrued liabilities	36,311	3,339
Advances from related parties	83,720	37,064
Total current liabilities	120,031	40,403
Total liabilities	120,031	40,403
Shareholders’ equity (deficit)
Additional paid in capital	4,428,606	3,430,239
Accumulated deficit	(3,949,677)	(3,125,977)
Total shareholders’ equity (deficit)	514,440	314,703
Total liabilities and shareholders’ equity (deficit)	634,471	355,106
Series A Preferred Stock [Member]
Shareholders’ equity (deficit)
Preferred Stock value
Class B Common Stock [Member]
Shareholders’ equity (deficit)
Common Stock value	$ 35,511	$ 10,441

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Software, accumulated amortization	$ 9,247
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
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares issued	0	100
Preferred Stock, shares outstanding	0	100
Class B Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common Stock, shares issued	35,511,107	10,441,107
Common Stock, shares outstanding	35,511,107	10,441,107

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Subscriptions revenues	$ 450
Operating expenses
Compensation (including stock based compensation of $601,562 in 2018)	727,560
Professional fees	36,856	25,000
Marketing and advertising	24,600
Amortization of software	9,247
Other	28,570	1,129
Total operating expenses	826,833	26,129
Loss from operations	(826,383)	(26,129)
Other income (expenses)
Gain on cancellation of liabilities		671,585
Interest income on note receivable	2,683
Interest expense on notes payable		(21,549)
Total other income (expenses) net	2,683	650,036
Income (loss) before taxes	(823,700)	623,907
Income tax expense
Net income (loss) and comprehensive income (loss)	$ (823,700)	$ 623,907
Net income (loss) per common share:
Basic and diluted	$ (0.03)	$ 0.32
Weighted average number of common shares outstanding – basic and diluted:	28,438,885	1,943,634

Statements of Operations (Unau5

Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Stock based compensation	$ 601,562

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flow from operating activities
Net income (loss)	$ (823,700)	$ 623,907
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Stock based compensation	601,562
Gain on cancellation of liabilities		(671,585)
Amortization of software	9,247
Changes in operating assets and liabilities
Employee advances	(5,025)
Interest receivable	13,538
Accounts payable and accrued liabilities	32,972	47,678
Net cash used in operating activities	(171,406)
Cash flow from investing activities
Collections of note receivable	217,444
Net cash provided by investing activities	217,444
Cash flow from financing activities
Sale of Class B Common Stock	187,500
Advances from related parties	46,656
Net cash provided by financing activities	234,156
Increase (decrease) in cash and cash equivalents	280,194
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period	280,194
Cash payments for:
Interest
Income taxes
Non-cash investing and financing activities:
Issuance of 7,500,000 shares Class B Common Stock for software pursuant to Tech Assignment Agreement dated January 18, 2018	$ 234,375

Statements of Cash Flows (Unau7

Statements of Cash Flows (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2018shares
Statement of Cash Flows [Abstract]
Issuance of Class B Common Stock shares for software	7,500,000

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	NOTE 1 — NATURE OF OPERATIONS The Company incorporated in the State of Nevada on September 5, 2002, under the name “Bayview Corporation.” On April 7, 2005, the Company changed its name to Xpention Genetics, Inc. concurrent with a change in its business to researching and developing cancer treatment drugs. On September 17, 2008, the Company changed its name to Cancer Detection Corporation. On August 13, 2009, the Company again changed its name to 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 2011, that rescission 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 & gas exploration, development, and distribution company, unwound the purchase of the assets of Med Ex Florida, and acquired an interest in two oil & gas wells located in Jefferson County, Mississippi. In April 2017, the Company underwent a change of control whereby our current Chief Executive Officer Ian Jenkins acquired a controlling interest in the Company’s capital stock and was appointed our sole officer and director. On April 11, 2017, the Company executed a Share Exchange Agreement with Unprescribed, LLC, later amended to include Cornerstone Medical Center LLC, whereby the Company, among other terms, agreed to exchange shares with the ownership units of those two entities for 25,000,000 shares of the Company’s Class B Common Stock (no shares of Class A Common Stock are issued or outstanding, so the Class B Common Stock is hereinafter referred to as the “Class B Common Stock” or the “Common Stock”). The Share Exchange Agreement, as amended, terminated by its own terms on December 31, 2017. Following the termination of the Share Exchange Agreement, the Company modified its business plan to acquire certain intellectual property assets and to engage a new management team to effectuate the new business plan. Effective March 9, 2018, the Company changed its name to Frélii, Inc. The new business plan is to launch a web-based subscription service providing personalized nutrition and wellness plans. We launched our website, www.frelii.com

Basis of Presentation of Unaudi

Basis of Presentation of Unaudited Condensed Financial Information	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation of Unaudited Condensed Financial Information	NOTE 2 — BASIS OF PRESENTATION OF UNAUDITED CONDENSED FINANCIAL INFORMATION The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2017 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with that report. Recently Issued Accounting Pronouncements Between May 2014 and December 2016, the FASB issued several ASU’s on Revenue from Contracts with Customers (Topic 606). These updates supersede nearly all existing revenue recognition guidance under current U.S. generally accepted accounting principles (GAAP) and became effective for annual periods beginning after December 15, 2017 and interim periods therein. The core principle is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. Adoption of these updates in 2018 has not had any impact on our financial statements.

Going Concern Uncertainty

Going Concern Uncertainty	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainty	NOTE 3 - GOING CONCERN UNCERTAINTY The accompanying financial statements have been prepared as if 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 net losses which have resulted in an accumulated deficit at March 31, 2018, 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 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 financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet 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.

Promissory Note Receivable from

Promissory Note Receivable from Related Party	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Promissory Note Receivable from Related Party	NOTE 4 – PROMISSORY NOTE RECEIVABLE FROM RELATED PARTY 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 was due on December 31, 2017. The Promissory Note is secured by all the assets of Cornerstone. The principal balance of the promissory note changed in the three months ended March 31, 2018 as follows: Balance of Cornerstone Note at December 31, 2017 $ 340,640 Cornerstone payments to service providers relating to Frelii, Inc. business plan (56,910 ) Cash payments received by Frélii, Inc. (160,534 ) Balance at March 31, 2018 $ 123,196 In the quarterly period ended March 31, 2018, the Company received cash from Cornerstone of $175,000 and expenses paid on the Company’s behalf of $58,665. Of these amounts, $16,221 was applied to interest receivable. Cornerstone is owned by Gregory Mongeon, an officer and director of the Company from January 17, 2018 to May 15, 2018.

Software

Software	3 Months Ended
	Mar. 31, 2018
Research and Development [Abstract]
Software	NOTE 5 – SOFTWARE At March 31, 2018, software, net, consisted of: Software and intellectual property acquired from Christopher Dean pursuant to Tech Assignment Agreement on January 18, 2018 in exchange for 7,500,000 shares of Class B Common Stock (see Note 7). $ 234,375 Accumulated amortization (9,247 ) Net $ 225,128 On January 23, 2018, the Company engaged a law firm to handle intellectual property work such as patent and trademark applications relating to the software. The acquired software is being amortized using the straight-line method over its estimated economic life of 5 years. Expected future amortization expense for the acquired software as of March 31, 2018 follows: Year ending December 31, Amount 2018 35,156 2019 46,875 2020 46,875 2021 46,875 2022 46,875 2023 2,472 Total $ 225,128

Advances from Related Parties

Advances from Related Parties	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Advances from Related Parties	NOTE 6 - ADVANCES FROM RELATED PARTIES Advances from related parties, which are all non-interest bearing and due on demand, consist of the following: March 31, 2018 December 31, 2017 Kline Law Group P.C. and spouse of controlling person of Kline Law Group P.C. $ 83,720 $ 37,064 Total $ 83,720 $ 37,064 Kline Law Group P.C. (“KLG”) is counsel to the Company and is controlled by Scott Kline. Julia Kline, wife of Scott Kline, became Chief Operating Officer of the Company on January 19, 2018 (see Note 7).

Common Stock and Preferred Stoc

Common Stock and Preferred Stock Transactions	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Common Stock and Preferred Stock Transactions	NOTE 7 - COMMON STOCK AND PREFERRED STOCK TRANSACTIONS On January 18, 2018, the Company entered into a technology assignment agreement (the “Tech Assignment Agreement”) whereby the Company acquired certain intellectual property consisting of advanced computer programming software, source code, proprietary designs, plans, processes, test procedures, and other technical data and information (the “Technology”) from Christopher Dean in exchange for 7,500,000 shares of Class B Common Stock of the Company. Christopher Dean was the Chief Technology Officer and a director of the Company from January 17, 2018 to March 27, 2018. The $234,375 estimated fair value of the 7,500,000 shares of Class B Common Stock was capitalized as software. As the trading market of the Company’s Class B Common Stock was inactive, the fair value of the Class B Common Stock was based on the $0.03125 per share price derived from the $250,000 purchase price of the Exchange Note, which was converted to 8,000,000 shares of Class B Common Stock on December 14, 2017. On January 19, 2018, the Company entered into employment agreements with Ian Jenkins (Chief Executive Officer and Chief Financial Officer), Christopher Dean (former Chief Technology Officer), Dr. Gregory Mongeon (former Chief Medical Officer), Seth Jones (Chief Marketing Officer), and Julia Kline (Chief Operating Officer). The agreements all have a term of five years and provide for annual base salaries totalling, in the aggregate, $400,000. All of the agreements may be terminated by the Company at any time without cause by giving written notice to the respective employee for which termination is effective 30 days therefrom. On January 31, 2018, pursuant to the employment agreements, the Company issued a total of 17,450,000 shares of Class B Common Stock of the Company to these five officers. The $545,312 estimated fair value of the 17,450,000 shares of Class B Common Stock using the 0.03125 per share price described in the second preceding paragraph was expensed as compensation in the three months ended March 31, 2018. On January 21, 2018 and January 26, 2018, the Company’s Chief Executive Officer returned 100 shares of Series A Preferred Stock and 1,830,000 shares of Class B Common Stock to the Company’s treasury that were cancelled by the Company. On January 31, 2018, the Company issued a total of 1,800,000 shares of Class B Common Stock of the Company to 6 service providers (including 800,000 shares issued to two relatives of the Company’s Chief Executive Officer and 600,000 shares issued to two independent directors of the Company) for services rendered. The $56,250 estimated fair value of the 1,800,000 shares of Class B Common Stock (using the $0.03125 per share as described in the fifth preceding paragraph) was expensed as compensation in the three months ended March 31, 2018. On March 23, 2018, the Company sold 150,000 shares of Class B Common Stock to an investor for $187,500 cash proceeds.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 - SUBSEQUENT EVENTS On May 15, 2018, Dr. Gregory Mongeon resigned all his positions with the Company. Dr. Mongeon was appointed to the Company’s Board of Directors and as Chief Sales Officer on January 17, 2018. On May 15, 2018, Mr. Jayson Uffens was appointed to the Company’s Board of Directors and as Chief Technology Officer of the Company. On May 15, 2018, our Board of Directors approved the issuance of 600,000 Class B Common Stock shares to each of Dr. Hans Jenkins, Chief Medical Officer and a director, and Jayson Uffens, Chief Technology Officer and a director in connection with their written agreements to serve as officers and directors of the Company. On May 15, 2018, our Board of Directors approved the issuance of an aggregate of 700,000 shares of Class B Common Stock to six consultants and employees of the Company pursuant to the Company’s 2018 Incentive Stock Option Plan previously approved by the Board on January 18, 2018, and disclosed on a Form 8-K filed on January 23, 2018.

Promissory Note Receivable fr16

Promissory Note Receivable from Related Party (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Schedule of Promissory Note	The principal balance of the promissory note changed in the three months ended March 31, 2018 as follows: Balance of Cornerstone Note at December 31, 2017 $ 340,640 Cornerstone payments to service providers relating to Frelii, Inc. business plan (56,910 ) Cash payments received by Frélii, Inc. (160,534 ) Balance at March 31, 2018 $ 123,196

Software (Tables)

Software (Tables)	3 Months Ended
	Mar. 31, 2018
Research and Development [Abstract]
Schedule of Software, Net	At March 31, 2018, software, net, consisted of: Software and intellectual property acquired from Christopher Dean pursuant to Tech Assignment Agreement on January 18, 2018 in exchange for 7,500,000 shares of Class B Common Stock (see Note 7). $ 234,375 Accumulated amortization (9,247 ) Net $ 225,128
Schedule of Expected Future Amortization Expense	Expected future amortization expense for the acquired software as of March 31, 2018 follows: Year ending December 31, Amount 2018 35,156 2019 46,875 2020 46,875 2021 46,875 2022 46,875 2023 2,472 Total $ 225,128

Advances from Related Parties (

Advances from Related Parties (Tables)	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Schedule of Advances from Related Parties	Advances from related parties, which are all non-interest bearing and due on demand, consist of the following: March 31, 2018 December 31, 2017 Kline Law Group P.C. and spouse of controlling person of Kline Law Group P.C. $ 83,720 $ 37,064 Total $ 83,720 $ 37,064

Nature of Operations (Details N

Nature of Operations (Details Narrative)	Apr. 11, 2017shares
Class B Common Stock [Member] | Share Exchange Agreement [Member]
Common stock shares exchanged to ownership units	25,000,000

Promissory Note Receivable fr20

Promissory Note Receivable from Related Party (Details Narrative) - USD ($)	Apr. 11, 2017	Mar. 31, 2018	Mar. 31, 2017
Payment to related party debt		$ 160,534
Proceeds from promissory note		46,656
Cornerstone Medical Center LLC [Member]
Proceeds from promissory note		175,000
Reimbursement received for expenses paid		58,665
Interest receivable		$ 16,221
Security Agreement [Member] | Secured Promissory Note [Member] | Cornerstone Medical Center LLC [Member]
Payment to related party debt	$ 495,000
Debt instrument, face amount	$ 500,000
Debt instrument, interest rate	4.00%
Debt instrument, default interest rate	18.00%
Debt instrument maturity date	Dec. 31, 2017

Promissory Note Receivable fr21

Promissory Note Receivable from Related Party - Schedule of Promissory Note (Details)	3 Months Ended
	Mar. 31, 2018USD ($)
Debt Disclosure [Abstract]
Balance of Cornerstone Note at December 31, 2017	$ 340,640
Cornerstone payments to service providers relating to Frelii, Inc. business plan	(56,910)
Cash payments received by Frelii, Inc.	(160,534)
Balance at March 31, 2018	$ 123,196

Software (Details Narrative)

Software (Details Narrative)	3 Months Ended
	Mar. 31, 2018
Research and Development [Abstract]
Estimated economic life of acquired software	5 years

Software - Schedule of Software

Software - Schedule of Software, Net (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Research and Development [Abstract]
Software and intellectual property acquired from Christopher Dean pursuant to Tech Assignment Agreement on January 18, 2018 in exchange for 7,500,000 shares of Class B Common Stock (see Note 7).	$ 234,375
Accumulated amortization	(9,247)
Software, net	$ 225,128

Software - Schedule of Softwa24

Software - Schedule of Software, Net (Details) (Parenthetical) - shares	Jan. 18, 2018	Mar. 31, 2018
Common stock exchanged to acquire software and intellectual property		7,500,000
Class B Common Stock [Member]
Common stock exchanged to acquire software and intellectual property	7,500,000
Share Exchange Agreement [Member] | Christopher Dean [Member] | Class B Common Stock [Member]
Common stock exchanged to acquire software and intellectual property	7,500,000

Software - Schedule of Expected

Software - Schedule of Expected Future Amortization Expense (Details)	Mar. 31, 2018USD ($)
Research and Development [Abstract]
2,018	$ 35,156
2,019	46,875
2,020	46,875
2,021	46,875
2,022	46,875
2,023	2,472
Total	$ 225,128

Advances from Related Parties -

Advances from Related Parties - Schedule of Advances from Related Parties (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Advances from related parties	$ 83,720	$ 37,064
Kline Law Group P.C. [Member] | Julia Kline [Member]
Advances from related parties	$ 83,720	$ 37,064

Common Stock and Preferred St27

Common Stock and Preferred Stock Transactions (Details Narrative) - USD ($)	Mar. 23, 2018	Jan. 31, 2018	Jan. 26, 2018	Jan. 21, 2018	Jan. 19, 2018	Jan. 18, 2018	Dec. 14, 2017	Mar. 31, 2018
Number of common stock issued for capitalized software								7,500,000
Exchange Note [Member]
Purchase price of exchange note							$ 250,000
Five Officers [Member] | Employment Agreements [Member]
Employment agreement term					5 years
Officers compensation					$ 400,000
Class B Common Stock [Member]
Fair value of common stock issued for capitalized software						$ 234,375
Number of common stock issued for capitalized software						7,500,000
Issuance of stock, price per share						$ 0.03125
Debt converted to common stock, shares issued							8,000,000
Class B Common Stock [Member] | Christopher Dean [Member]
Exchange of debt						7,500,000
Class B Common Stock [Member] | Five Officers [Member] | Employment Agreements [Member]
Number of common stock issued for share based compensation		17,450,000
Class B Common Stock [Member] | Six Service Providers [Member]
Number of common stock issued for share based compensation		1,800,000
Class B Common Stock [Member] | Two Relatives of Chief Executive Officer [Member]
Number of common stock issued for share based compensation		800,000
Class B Common Stock [Member] | Two Directors [Member]
Number of common stock issued for share based compensation		600,000
Class B Common Stock [Member] | Investor [Member]
Sale of common stock, shares issued	150,000
Cash proceeds from sale of common stock	$ 187,500
Class B Common Stock One [Member]
Issuance of stock, price per share								$ 0.03125
Number of common stock issued for share based compensation								17,450,000
Estimated fair value of common stock								$ 545,312
Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Number of shares returned/cancelled			100	100
Treasury stock shares cancelled			1,830,000	1,800,000
Class B Common Stock Two [Member]
Issuance of stock, price per share								$ 0.03125
Number of common stock issued for share based compensation								1,800,000
Estimated fair value of common stock								$ 56,250

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Class B Common Stock [Member]	May 15, 2018USD ($)shares
Dr. Hans Jenkins [Member]
Issuance of common stock for services, shares	600,000
Jayson Uffens [Member]
Issuance of common stock for services, shares	600,000
Six Consultants and Employees [Member] | 2018 Incentive Stock Option Plan [Member]
Issuance of common stock under incentive stock option plan, shares | $	$ 700,000