Frelii (FRLI) 10-Q 17 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 08, 2018
Entity Registrant Name	Frelii, Inc.
Entity Central Index Key	1,223,533
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	FRLI
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		38,511,107
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		0

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 50,483
Account receivable	3,291
Note receivable	24,124	340,640
Interest receivable	578	14,466
Total current assets	78,476	355,106
Software, less accumulated amortization of $20,966 at June 30, 2018	213,409
Total assets	291,885	355,106
Current liabilities
Accounts payable and accrued liabilities	9,550	3,339
Accrued salaries and related expense	23,326
Settlement amount due former related party	126,654
Advances from former related parties	91,220	37,064
Total current liabilities	250,750	40,403
Total liabilities	250,750	40,403
Shareholders' equity (deficit)
Additional paid in capital	6,177,206	3,430,239
Accumulated deficit	(6,172,982)	(3,125,977)
Total shareholders' equity (deficit)	41,135	314,703
Total liabilities and shareholders' equity (deficit)	291,885	355,106
Series A Preferred Stock [Member]
Shareholders' equity (deficit)
Preferred Stock value
Class B Common Stock [Member]
Shareholders' equity (deficit)
Common Stock value	$ 36,911	$ 10,441

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Software, accumulated amortization	$ 20,966
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	36,911,107	10,441,107
Common Stock, shares outstanding	36,911,107	10,441,107

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues	$ 3,291		$ 3,741
Operating expenses
Compensation (including stock-based compensation of $1,750,000, $0, $2,351,562, and $0, respectively)	1,903,709		2,631,269
Settlement with former related party	133,320		133,320
Marketing and advertising	118,496		143,096
Professional fees	14,625	26,500	51,481	51,500
Amortization of software	11,719		20,966
Other	45,305	4,632	73,875	5,761
Total operating expenses	2,227,174	31,132	3,054,007	57,261
Loss from operations	(2,223,883)	(31,132)	(3,050,266)	(57,261)
Other income (expenses)
Gain on cancellation of liabilities				671,585
Interest income on note receivable	578	4,384	3,261	4,384
Interest expense on notes payable		(25,933)		(47,482)
Accretion expense		(63,830)		(63,830)
Change in fair value of embedded derivative		80,802		80,802
Total other income (expenses) net	578	(4,577)	3,261	645,459
Income (loss) before taxes	(2,223,305)	(35,709)	(3,047,005)	588,198
Income tax expense
Net income (loss) and comprehensive income (loss)	$ (2,223,305)	$ (35,709)	$ (3,047,005)	$ 588,198
Net income (loss) per common share:
Basic and diluted	$ (0.06)	$ (0.02)	$ (0.09)	$ 0.3
Weighted average number of common shares outstanding – basic and diluted:	36,264,954	1,943,634	32,373,538	1,943,634

Statements of Operations (Unau5

Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Stock based compensation	$ 1,750,000	$ 0	$ 2,351,562	$ 0

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flow from operating activities
Net income (loss)	$ (3,047,005)	$ 588,198
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Stock based compensation	2,351,562	0
Gain on cancellation of liabilities		(671,585)
Amortization of software	20,966
Change in fair value of embedded derivative		(80,802)
Accretion expense - debt discount on note payable		63,830
Changes in operating assets and liabilities
Change in other account receivable	(3,291)
Interest receivable	13,888	(4,384)
Accounts payable and accrued liabilities	29,537	74,518
Settlement amount due former related party	126,654
Net cash used in operating activities	(507,689)	(30,225)
Cash flow from investing activities
Secured promissory note receivable		(500,000)
Collections of note receivable	316,516
Net cash provided by investing activities	316,516	(500,000)
Cash flow from financing activities
Sale of Class B Common Stock	187,500
Advances from former related parties	54,156	30,225
Proceeds from convertible note		500,000
Net cash provided by financing activities	241,656	530,225
Increase (decrease) in cash and cash equivalents	50,483
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period	50,483
Interest	13,888
Income taxes
Non-cash investing and financing activities:
Issuance of shares of Class B Common Stock to various employees and consultants for services rendered	$ 2,351,562

Nature of Operations

Nature of Operations	6 Months Ended
	Jun. 30, 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. The Company launched its website, www.frelii.com

Basis of Presentation of Unaudi

Basis of Presentation of Unaudited Condensed Financial Information	6 Months Ended
	Jun. 30, 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 and six month periods ended June 30, 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	6 Months Ended
	Jun. 30, 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 June 30, 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	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2018 as follows: Balance of Cornerstone Note at December 31, 2017 $ 340,640 Cornerstone payments to service providers relating to Frélii, Inc. business plan (56,910 ) Cash payments received by Frélii, Inc. (259,606 ) Balance at June 30, 2018 $ 24,124 Cornerstone is owned by Gregory Mongeon, who served as a former officer and director of the Company from January 17, 2018 to May 15, 2018.

Software

Software	6 Months Ended
	Jun. 30, 2018
Research and Development [Abstract]
Software	NOTE 5 – SOFTWARE At June 30, 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 (20,966 ) Net $ 213,409 On January 23, 2018, the Company engaged Fish & Richardson LLP 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 June 30, 2018 follows: Year ending December 31, Amount 2018 23,437 2019 46,875 2020 46,875 2021 46,875 2022 46,875 2023 2,472 Total $ 213,409

Settlement Amount Due Former Re

Settlement Amount Due Former Related Party	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Settlement Amount Due Former Related Party	NOTE 6 – SETTLEMENT AMOUNT DUE FORMER RELATED PARTY On June 1, 2017, the Company and Gregory Mongeon (see Note 4 above) executed a Separation and Release Agreement. The agreement provides for the Company to make 20 monthly cash payments of $6,666 each to Mr. Mongeon from June 5, 2018 to January 5, 2020 (total of $132,660). The agreement also provides for limits on future sales of 7,500,000 shares of Class B Common Stock owned by Mr. Mongeon. At June 30, 2018, the remaining amount due Mr. Mongeon pursuant to the Separation and Release Agreement was $126,654.

Advances from Related Parties

Advances from Related Parties	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Advances from Related Parties	NOTE 7 - ADVANCES FROM RELATED PARTIES Advances from related parties, which are all non-interest bearing and due on demand, consist of the following: June 30, 2018 December 31, 2017 Kline Law Group P.C. and spouse of controlling person of Kline Law Group P.C. $ 91,220 $ 37,064 Total $ 91,220 $ 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, served as the Company’s Chief Operating Officer from January 19, 2018 to July 13, 2018. (See Note 8) On July 6, 2018 (see Note 9), the liability to KLG and the spouse of the controlling person of KLG was satisfied.

Common Stock and Preferred Stoc

Common Stock and Preferred Stock Transactions	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Common Stock and Preferred Stock Transactions	NOTE 8 - 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 (former 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 at a price of $1.25 per share for $187,500 cash proceeds. On May 8, 2018, the Company issued 600,000 shares of Class B Common Stock of the Company to Dr. Hans Jenkins in connection with an employment agreement signed between Dr. Jenkins and the Company on the same date. The $750,000 estimated fair value of the 600,000 shares of Class B Common Stock (based on the $1.25 per share price of the March 23, 2018 sale of 150,000 shares of Class B Common Stock) was expensed as compensation in the three months ended June 30, 2018. On May 15, 2018, the Company issued a total of 800,000 shares of Class B Common Stock of the Company to 6 employees and consultants for services rendered pursuant to the Company’s 2018 Incentive Stock Option Plan. The $1,000,000 estimated fair value of the 800,000 shares of Class B Common Stock (based on the $1.25 per share price of the March 23, 2018 sale of 150,000 of Class B Common Stock) was expensed as compensation in the three months ended June 30, 2018.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 - SUBSEQUENT EVENTS On July 6, 2018, the Company issued a total of 600,000 shares of Class B Common Stock to its two outside directors (300,000 shares each) for services rendered. On July 6, 2018, the Company settled an outstanding debt of $91,220 for professional fees incurred and operating expenses paid on behalf of the Company owed to Kline Law Group, P.C. and its principal Scott Kline. Mr. Kline and Kline Law Group agreed to waive all outstanding amounts due as of July 6, 2018, in exchange for 1,000,000 Class B Common Stock shares. On July 13, 2018, Julia Kline resigned all her positions with the Company. Ms. Kline was appointed as the Company’s Chief Operating Officer on January 17, 2018, and as Secretary on March 27, 2018. On July 20, 2018, the Company sold 100,000 shares of Class B Common Stock and a three-year warrant to purchase up to 100,000 shares of Class B Common Stock at $1.50 per share to an investor for $125,000 cash proceeds, as previously disclosed in a Form 8-K filed on August 2, 2018. On July 31, 2018, the Company entered into an Asset Purchase Agreement with Kingdom Life Sciences, LLC, a Utah limited liability company (“KLS”), and its equity holders whereby the Company agreed to purchase certain assets of KLS in exchange for payment of a liability of KLS in the amount of approximately $19,244 and 20,000 Class B Common Stock shares of the Company. The transaction was previously approved by the Company’s Board of Directors (the “Board”) in a meeting held on May 15, 2018. As equity holders of KLS, Ian Jenkins, the Company’s Chief Executive Officer and a director, and Gregory Mongeon, a former director and officer of the Company, both abstained from the Board vote approving the transaction. The foregoing transaction was previously disclosed in a Form 8-K filed on August 3, 2018.

Promissory Note Receivable fr16

Promissory Note Receivable from Related Party (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Schedule of Promissory Note	The principal balance of the promissory note changed in the six months ended June 30, 2018 as follows: Balance of Cornerstone Note at December 31, 2017 $ 340,640 Cornerstone payments to service providers relating to Frélii, Inc. business plan (56,910 ) Cash payments received by Frélii, Inc. (259,606 ) Balance at June 30, 2018 $ 24,124

Software (Tables)

Software (Tables)	6 Months Ended
	Jun. 30, 2018
Research and Development [Abstract]
Schedule of Software, Net	At June 30, 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 (20,966 ) Net $ 213,409
Schedule of Expected Future Amortization Expense	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 June 30, 2018 follows: Year ending December 31, Amount 2018 23,437 2019 46,875 2020 46,875 2021 46,875 2022 46,875 2023 2,472 Total $ 213,409

Advances from Related Parties (

Advances from Related Parties (Tables)	6 Months Ended
	Jun. 30, 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: June 30, 2018 December 31, 2017 Kline Law Group P.C. and spouse of controlling person of Kline Law Group P.C. $ 91,220 $ 37,064 Total $ 91,220 $ 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	Jun. 30, 2018
Payment to related party debt		$ 259,606
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)	6 Months Ended
	Jun. 30, 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.	(259,606)
Balance at June 30, 2018	$ 24,124

Software (Details Narrative)

Software (Details Narrative)	6 Months Ended
	Jun. 30, 2018
Research and Development [Abstract]
Estimated economic life of acquired software	5 years

Software - Schedule of Software

Software - Schedule of Software, Net (Details) - USD ($)	Jun. 30, 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	(20,966)
Software, net	$ 213,409

Software - Schedule of Softwa24

Software - Schedule of Software, Net (Details) (Parenthetical) - Class B Common Stock [Member]	Jan. 18, 2018shares
Common stock exchanged to acquire software and intellectual property	7,500,000
Tech Assignment Agreement [Member] | Christopher Dean [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)	Jun. 30, 2018USD ($)
Research and Development [Abstract]
2,018	$ 23,437
2,019	46,875
2,020	46,875
2,021	46,875
2,022	46,875
2,023	2,472
Total	$ 213,409

Settlement Amount Due Former 26

Settlement Amount Due Former Related Party (Details Narrative)	Jun. 01, 2017USD ($)Paymentsshares	Jun. 30, 2018USD ($)	Dec. 31, 2017USD ($)
Settlement amount due to former related party		$ 126,654
Gregory Mongeon [Member] | Separation and Release Agreement [Member]
Number of monthly payments | Payments	20
Debt periodic payments	$ 132,660
Settlement amount due to former related party		$ 126,654
Gregory Mongeon [Member] | Separation and Release Agreement [Member] | Class B Common Stock [Member]
Number of future sales shares | shares	7,500,000
Gregory Mongeon [Member] | Separation and Release Agreement [Member] | June 5, 2018 to January 5, 2020 [Member]
Debt periodic payments	$ 6,666

Advances from Related Parties -

Advances from Related Parties - Schedule of Advances from Related Parties (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Advances from related parties	$ 91,220	$ 37,064
Kline Law Group P.C. [Member] | Julia Kline [Member]
Advances from related parties	$ 91,220	$ 37,064

Common Stock and Preferred St28

Common Stock and Preferred Stock Transactions (Details Narrative) - USD ($)	May 15, 2018	May 08, 2018	Mar. 23, 2018	Jan. 31, 2018	Jan. 26, 2018	Jan. 21, 2018	Jan. 19, 2018	Jan. 18, 2018	Dec. 14, 2017	Jun. 30, 2018
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 shares issued for services				1,800,000
Class B Common Stock [Member] | Two Relatives of Chief Executive Officer [Member]
Number of common stock shares issued for services				800,000
Class B Common Stock [Member] | Two Directors [Member]
Number of common stock shares issued for services				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
Sale of stock price per share			$ 1.25
Class B Common Stock [Member] | Dr. Hans Jenkins [Member]
Estimated fair value of common stock for share based compensation		$ 750,000
Sale of common stock, shares issued		600,000
Sale of stock price per share		$ 1.25
Class B Common Stock [Member] | 6 Employees and Consultants [Member] | 2018 Incentive Stock Option Plan [Member]
Estimated fair value of common stock for share based compensation	$ 1,000,000
Sale of stock price per share	$ 1.25
Number of common shares issued, shares	800,000
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 for share based compensation										$ 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 for share based compensation										$ 56,250

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jul. 31, 2018	Jul. 20, 2018	Jul. 06, 2018	Jan. 31, 2018	Jan. 18, 2018	Dec. 14, 2017
Class B Common Stock [Member]
Debt exchange for common stock shares						8,000,000
Number of assets purchase amount					$ 234,375
Number of assets purchases shares					7,500,000
Two Directors [Member] | Class B Common Stock [Member]
Issuance of common stock for services, shares				600,000
Subsequent Event [Member]
Settled an outstanding debt			$ 91,220
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Kingdom Life Sciences, LLC [Member]
Number of assets purchase amount	$ 19,244
Subsequent Event [Member] | Class B Common Stock [Member]
Debt exchange for common stock shares			1,000,000
Sale of common stock, shares issued		100,000
Warrant term		3 years
Warrant to purchase shares of common stock		100,000
Sale of stock price per share		$ 1.50
Cash proceeds from sale of common stock		$ 125,000
Subsequent Event [Member] | Class B Common Stock [Member] | Asset Purchase Agreement [Member] | Kingdom Life Sciences, LLC [Member]
Number of assets purchases shares	20,000
Subsequent Event [Member] | Two Directors [Member] | Class B Common Stock [Member]
Issuance of common stock for services, shares			600,000
Subsequent Event [Member] | Director One [Member] | Class B Common Stock [Member]
Issuance of common stock for services, shares			300,000
Subsequent Event [Member] | Director Two [Member] | Class B Common Stock [Member]
Issuance of common stock for services, shares			300,000