Frelii (FRLI) 10-Q/A 29 Aug 19 2019 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 09, 2019
Entity Registrant Name	Frelii, Inc.
Entity Central Index Key	0001223533
Document Type	10-Q/A
Document Period End Date	Jun. 30, 2019
Amendment Flag	true
Amendment Description	The sole purpose of this Amendment to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 of Frelii, Inc. ("The Company") filed with the Securities and Exchange Commission on August 14, 2019 (the "Form 10Q") is to correctly indicate on the cover page that company has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The original posting had inadvertently indicated "no" and should correctly indicate "yes".
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		42,780,901
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 74,864	$ 58,558
Common stock subscription receivable	25,000	130,500
Inventory	50,243	22,524
Prepaid expenses		8,426
Note receivable	23,630	23,630
Interest receivable	1,536	1,060
Total current assets	175,273	244,698
Software, less accumulated amortization of $105,342 and $44,404 respectively	1,629,033	189,971
Total assets	1,804,306	434,669
Current liabilities
Accounts payable and accrued liabilities	44,868	55,057
Accrued salaries and related expenses	25,404	23,573
Deferred Revenue	39,583
Settlement amount due to former related party	126,654	126,654
Total liabilities	236,509	205,284
Shareholders' equity (deficit)
Additional paid in capital	11,987,184	8,865,966
Accumulated deficit	(10,460,743)	(8,675,655)
Total shareholders' equity (deficit)	1,567,797	229,385
Total liabilities and shareholders' equity (deficit)	1,804,306	434,669
Series A Preferred Stock [Member]
Shareholders' equity (deficit)
Preferred Stock, $0.001 par value; 20,000,000 shares authorized: Series A Preferred Stock, $0.001 par value; 0 (December 31, 2018 - 0) shares issued and outstanding
Total shareholders' equity (deficit)
Class B Common Stock [Member]
Shareholders' equity (deficit)
Common Stock, $0.001 par value; 2,000,000,000 shares authorized: Class B Common Stock, $0.001 par value; 41,356,440 (December 31, 2018 - 39,074,107) shares issued and outstanding	41,356	39,074
Total shareholders' equity (deficit)	$ 41,356	$ 39,074

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Software, accumulated amortization	$ 105,342	$ 44,404
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	0
Preferred Stock, shares outstanding	0	0
Class B Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common Stock, shares issued	41,356,440	39,074,107
Common Stock, shares outstanding	41,356,440	39,074,107

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Revenue	$ 22,604	$ 3,291	$ 39,547	$ 3,741
Cost of goods sold	4,175		9,341
Gross profit (loss)	18,429	3,291	30,206	3,741
Operating expenses
Compensation and consulting fees (including stock-based compensation of $843,000, $1,750,000, $843,000 and $2,351,562 respectively	1,306,821	1,903,709	1,528,054	2,631,269
Settlement with former related party		133,320		133,320
Marketing and advertising	10,950	118,496	37,144	143,096
Professional fees	20,322	14,625	59,473	51,481
Amortization of software	49,219	11,719	60,938	20,966
Other	68,089	45,305	128,366	73,875
Total Operating Expenses	1,455,401	2,227,174	1,813,975	3,054,077
(Loss) from operations	(1,436,972)	(2,223,883)	(1,783,769)	(3,050,266)
Other Income (expense)
Interest income	251	578	489	3,261
Interest expense	(883)		(1,808)
Total other income (expense) - net	(632)	578	(1,319)	3,261
Income (loss) before income taxes	(1,437,604)	(2,223,305)	(1,785,088)	(3,047,005)
Income tax expense
Net Loss	$ (1,437,604)	$ (2,223,305)	$ (1,785,088)	$ (3,047,005)
Basic and Diluted (Loss) Per Share	$ (0.04)	$ (0.06)	$ (0.04)	$ (0.09)
Weighted average number of Common Shares Outstanding
Basic and Diluted	40,475,980	36,264,954	39,822,984	32,273,538

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Stock based compensation	$ 843,000	$ 1,750,000	$ 843,000	$ 2,351,562

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Series A Preferred Stock [Member]	Class B Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning Balance at Dec. 31, 2017		$ 10,441	$ 3,430,239	$ (3,125,977)	$ 314,703
Beginning Balance, shares at Dec. 31, 2017	100	10,441,107
Sales of common stock and warrants
Sales of common stock and warrants, shares
Issuance of common stock in connection with acquisition of software
Issuance of common stock in connection with acquisition of software, shares
Issuance of common stock for services		$ 19,250	582,312		601,562
Issuance of common stock for services, shares		19,250,000
Cancellation of shares		$ (1,830)	1,830
Cancellation of shares, shares	(100)	(1,830,000)
Issuance of common stock		$ 7,500	226,875		234,375
Issuance of common stock, shares		7,500,000
Sale of common stock		$ 150	187,350		187,500
Sale of common stock, shares		150,000
Net loss				(823,700)	(823,700)
Ending Balance at Mar. 31, 2018		$ 35,511	4,428,606	(3,949,677)	514,440
Ending Balance, shares at Mar. 31, 2018		35,511,107
Beginning Balance at Dec. 31, 2017		$ 10,441	3,430,239	(3,125,977)	314,703
Beginning Balance, shares at Dec. 31, 2017	100	10,441,107
Net loss					(3,047,005)
Ending Balance at Jun. 30, 2018		$ 36,911	6,177,206	(6,172,982)	41,135
Ending Balance, shares at Jun. 30, 2018		36,911,107
Beginning Balance at Mar. 31, 2018		$ 35,511	4,428,606	(3,949,677)	514,440
Beginning Balance, shares at Mar. 31, 2018		35,511,107
Sales of common stock and warrants
Sales of common stock and warrants, shares
Issuance of common stock in connection with acquisition of software
Issuance of common stock in connection with acquisition of software, shares
Issuance of common stock for services		$ 1,400	1,748,600		1,750,000
Issuance of common stock for services, shares		1,400,000
Cancellation of shares
Cancellation of shares, shares
Issuance of common stock
Issuance of common stock, shares
Sale of common stock
Sale of common stock, shares
Net loss				(2,223,305)	(2,223,305)
Ending Balance at Jun. 30, 2018		$ 36,911	6,177,206	(6,172,982)	41,135
Ending Balance, shares at Jun. 30, 2018		36,911,107
Beginning Balance at Dec. 31, 2018		$ 39,074	8,865,966	(8,675,655)	229,385
Beginning Balance, shares at Dec. 31, 2018		39,074,107
Sales of common stock and warrants		$ 230	344,770		345,000
Sales of common stock and warrants, shares		230,000
Issuance of common stock in connection with acquisition of software
Issuance of common stock in connection with acquisition of software, shares
Issuance of common stock for services
Issuance of common stock for services, shares
Cancellation of shares
Cancellation of shares, shares
Issuance of common stock
Issuance of common stock, shares
Sale of common stock
Sale of common stock, shares
Net loss				(347,484)	(347,484)
Ending Balance at Mar. 31, 2019		$ 39,304	9,210,736	(9,023,139)	226,901
Ending Balance, shares at Mar. 31, 2019		39,304,107
Beginning Balance at Dec. 31, 2018		$ 39,074	8,865,966	(8,675,655)	229,385
Beginning Balance, shares at Dec. 31, 2018		39,074,107
Net loss					(1,785,088)
Ending Balance at Jun. 30, 2019		$ 41,356	11,987,184	(10,460,743)	1,567,797
Ending Balance, shares at Jun. 30, 2019		41,356,440
Beginning Balance at Mar. 31, 2019		$ 39,304	9,210,736	(9,023,139)	226,901
Beginning Balance, shares at Mar. 31, 2019		39,304,107
Sales of common stock and warrants		$ 302	453,198		453,500
Sales of common stock and warrants, shares		302,333
Issuance of common stock in connection with acquisition of software		$ 1,200	1,498,800		1,500,000
Issuance of common stock in connection with acquisition of software, shares		1,200,000
Issuance of common stock for services		$ 550	824,450		825,000
Issuance of common stock for services, shares		550,000
Cancellation of shares
Cancellation of shares, shares
Issuance of common stock
Issuance of common stock, shares
Sale of common stock
Sale of common stock, shares
Net loss				(1,437,604)	(1,437,604)
Ending Balance at Jun. 30, 2019		$ 41,356	$ 11,987,184	$ (10,460,743)	$ 1,567,797
Ending Balance, shares at Jun. 30, 2019		41,356,440

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows From Operating Activities
Net (loss)	$ (1,785,088)	$ (3,047,005)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Stock based compensation	843,000	2,351,562
Amortization of software	60,938	20,966
Changes in operating assets and liabilities:
Accounts Receivable		(3,291)
Inventory	(27,719)
Prepaid Expenses	8,426
Interest receivable	(476)	13,888
Accounts payable and accrued liabilities	(10,189)	29,537
Accrued salaries and related expenses	1,831
Deferred Revenue	39,583
Settlement amount due to former related party		126,654
Net cash used in operating activities	(869,694)	(507,689)
Cash Flows From Investing Activities:
Collections of note receivable		316,516
Net cash provided by investing activities		316,516
Cash flows from financing activities:
Sale of Class B common stock	755,500	187,500
Collection of common stock subscription receivable	130,500
Advances from former related parties		54,156
Net cash provided by financing activities	886,000	241,656
Increase in cash and and cash equivalents	16,306	50,483
Cash and cash equivalents, beginning of period	58,558
Cash and cash equivalents, end of period	74,864	50,483
Supplemental disclosures of cash flow information:
Interest paid	925	13,888
Income taxes paid
Non-cash investing and financing activities:
Stock issued for software	1,500,000	234,375
Issuance of Common Stock in exchange for common stock subscription receivable	25,000
Issuance of Common Stock in exchange for satisfaction of accounts payable	18,000
Issuance of Common Stock to various employees and consultants for services rendered	$ 825,000	$ 2,351,562

Description of Business

Description of Business	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	NOTE 1 – Description of Business 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 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. From March 2018 to December 2018, the Company operated a web-based subscription service providing personalized nutrition and wellness plans. The current business plan uses Artificial Intelligence & whole genome analysis to increase patient outcomes and lower direct costs. On May 9, 2019, the Company formed a subsidiary named Frelii Canada Inc. The Company’s core business strategy is utilizing its proprietary DNA profiling artificial intelligence (AI) to meet the growing demands of targeted market segments. Specifically, to provide precision medicine recommendations including medical cannabis use analysis, consumer wellness, nutraceutical analysis, and in due course pharmaceuticals. This will be delivered through telehealth, managed care facilities and hospital systems.

Basis of Presentation of Unaudi

Basis of Presentation of Unaudited Condensed Financial Information	6 Months Ended
	Jun. 30, 2019
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, 2019 and 2018 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, 2018 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2018 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). 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. A five-step process has been defined to achieve this core principle, and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under former U.S. GAAP. The standards are effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standards in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting the standards recognized at the date of adoption (which includes additional footnote disclosures). The adoption of these new standards has not had a material impact on the Company’s financial statements. Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material

Going Concern Uncertainty

Going Concern Uncertainty	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainty	NOTE 3 - 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 net losses which have resulted in an accumulated deficit at June 30, 2019, 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. 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, 2019
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. 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, 2019
Research and Development [Abstract]
Software	NOTE 5 – SOFTWARE At June 30, 2019 and December 31, 2018, software, net, consisted of: June 30, 2019 December 31, 2018 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 $ 234,375 Software and intellectual property acquired from IrisMind LLC pursuant to Technology Assignment Agreement on May 15, 2019 in exchange for 1,200,000 shares of Class B Common Stock (see Note 7). 1,500,000 - Total 1,734,375 234,475 Less accumulated amortization (105,342 ) (44,404 ) Net $ 1,629,053 $ 189,971 The acquired software is being amortized using the straight-line method over their estimated economic life of 5 years. Expected future amortization expense for the acquired software as of June 30, 2019 follows: Year ending Amount 2019 $ 173,437 2020 346,875 2021 346,875 2022 346,875 2023 302,471 2024 112,500 Total $ 1,629,033

Settlement Amount Due to Former

Settlement Amount Due to Former Related Party	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Settlement Amount Due to Former Related Party	NOTE 6 – SETTLEMENT AMOUNT DUE TO FORMER RELATED PARTY On June 1, 2018, 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 $133,320). 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, 2019, the remaining amount due Mr. Mongeon pursuant to the Separation and Release Agreement was $126,654. The Company failed to make the required monthly payments from July 2018 to June 2019.

Common Stock and Preferred Stoc

Common Stock and Preferred Stock Transactions	6 Months Ended
	Jun. 30, 2019
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 (former Chief Operating Officer). The agreements all have a term of five years and provide for annual base salaries totaling, in the aggregate, $400,000. All of the agreements may be terminated by the Company at any time without cause by providing 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 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 shares 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. On July 6, 2018, the Company issued a total of 600,000 shares of Class B Stock to its two outside directors (300,000 shares each) for services rendered. 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 September 30, 2018. On July 6, 2018, the Company settled an outstanding debt of $91,220 for professional fees incurred and operating expenses paid on the 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. The $1,158,780 excess the $1,250,000 estimated fair value of the 1,000,000 shares of Class B Common Stock (using the $1.25 per share prices described in the preceding paragraph) over the $91,220 debt settled was expensed as loss on settlement of debt in the three months ended September 30, 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 at a price of $1.25 per share for $125,000 cash proceeds. 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 inventory and related intellectual property of KLS in exchange for assumption of a liability of KLS in the amount of $19,133 and 20,000 Class B Common Stock shares of the Company. KLS is controlled by Ian Jenkins, Company Chief Executive Officer, and Gregory Mongeon and Christopher Dean, former officers and directors of the Company. Pursuant to ASC 805-50 relating to transactions between entities under common control, the inventory was recorded at KLS’s historical carrying amount of $32,055 and the increase in stockholders’ equity was recorded at $12,922 (the $32,055 inventory acquired less the $19,133 liability assumed). From August 17, 2018 to August 31, 2018, the Company sold a total of 130,000 shares of Class B Common Stock (and three year warrants to purchase up to a total of 200,000 shares of Class B Common Stock at $1.50 per share) at prices of $1.00 and $1.25 per share to four investors for total cash proceeds of $140,000. On August 31, 2018, the Company issued a total of 110,000 shares of Class B Common Stock to two consultants for services rendered. The $137,500 estimated fair value of the 110,000 shares of Class B Common Stock (using the $1.25 per share price described in the preceding paragraph) was expensed as compensation in the three months ended September 30, 2018. On October 9, 2018, the Company sold 116,000 shares of Class B Common Stock (and a three-year warrant to purchase up to a total of 116,000 shares of Class B Common Stock at $1.50 per share) at $1.25 per share to an investor for $145,000 cash proceeds. On December 29, 2018, the Company sold 87,000 shares of Class B Common Stock to an investor of a price of $1.50 per share for $130,500 cash proceeds (which was collected January 9, 2019). From February 19, 2019 to March 6, 2019, the Company sold 230,000 shares of Class B Common Stock at $1.50 per share to 8 shareholders for $345,000 cash proceeds. Effective May 15, 2019, the Company executed a Technology Assignment Agreement with IrisMind, LLC (“IrisMind”), an entity owned and controlled by Jayson Uffens, the Company’s Chief Technology Officer and a Board member. Pursuant to the Technology Agreement, the Company acquired an exclusive license to use certain intellectual property (including a software product named the “Rapport Platform” from IrisMind in exchange for the issuance of 1,200,000 shares of the Company Class B Common Stock (with a fair value of $1,500,000 based on the valuation date of May 15, 2019) From April 26 to May 10, 2019 the Company sold 302,333 shares of Class B Common Stock at $1.50 per share to 10 investors for $410,500 cash proceeds, $18,000 for settlement of services provided, and common stock subscription receivable of $25,000. On May 8, 2019, the Company issued 200,000 Class B shares to Leslie Norris, 200,000 Class B shares to Sandeep Uppal and 150,000 Class B shares to Yvan Aubin for services. The $825,000 fair value of the 550,000 shares of Class B Common Stock on May 8, 2019 was charged to compensation expense in the three months ended June 30, 2019. At June 30, 2019, there are warrants outstanding to purchase a total of 416,000 shares of Class B Common Stock at $1.50 per share.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 – COMMITMENTS AND CONTINGENCIES Effective April 12, 2019, the Company entered into a Master License and Services Agreement (the “MLSA”) with Optivida Health. The MLSA provides for the Company’s grant to Optivida of a non-exclusive non-transferable license to use the Company’s DNA Kit and associated proprietary technology required to produce an “individual-specific” set of recommendations for customers’ health and wellness. The MLSA also provides for Optivida’s payment of an annual licensing agreement fee to the Company, which has been paid as of the date of issuance of the accompanying financial statements. The MLSA also provides for the Company to retain a percentage of revenue from customers referred to our website by Optivida and to receive a percentage of the profits on products designed by the Company and marketed by Optivida. The initial term of the MLSA is three years. On April 15, 2019, the Company entered into a Collaboration Agreement with Orn Health Inc. (“Orn”), a company controlled by Dr. Hans Jenkins, the Company’s Chief Medical Officer and a Board member. The Collaboration Agreement provides for the Company’s grant to Orn certain rights to act as the Company’s independent and non-exclusive sales representative and to directly sublicense products related to the Company’s software platforms on a non-exclusive basis. The Collaboration Agreement also provides that Gross Revenue generated by Orn and all Approved Operating Expenses incurred by Orn or the Company will be shared equally by the parties. The initial term of the Collaboration Agreement is 5 years.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS Effective July 1, 2019, Frelii Canada Inc. (the “Tenant”) entered into a Commercial Lease Agreement to rent certain premises in Ontario Canada. The lease provides for Base Rent of CAD 3,000 (approximately $2,300) per month for a term of one year expiring June 30, 2020. The lease also provides the Tenant the right to renew the lease for an additional term at a rent equal to the Base Rent increased by 3%. The lease also provides the Tenant the right to pay amounts due under the lease with shares of Frelii Common Stock using an exchange rate of 1.30 CAD:$1.00 and a price of $0.30 per share of Frelii Common Stock. On July 11, 2019, the Company entered into a License Agreement (the “Agreement”) with GATC Canna Inc. (“GATC”) of Newport Beach, CA. The Agreement provides GATC an exclusive non-transferable license to use the Company’s GATC branded DNA Kit and the co-developed technology to produce an “individual-specific” set of Cannabis recommendations for customers’ health and wellness. The Agreement also provides the Company a reciprocal exclusive license of the co-developed authored work. The Agreement also provides GATC a non-exclusive right to DNA Sequencing, AI processing, Individual customized Health & Wellness Recommendations, Medical Test Recommendations, Whole Genome search and reference tool, and Psychotropic Analysis Test. The Agreement provides for GATC’s payment of an annual licensing agreement fee to the Company, which has not yet been paid as of the date of issuance of the accompanying financial statements. The Agreement also provides for the Company to retain a percentage of revenue from customers referred to a co-developed website. The Agreement terminates automatically on December 31, 2119. Effective August 7, 2019, the Company issued a total of 1,424,461 shares of Class B common stock to: Shares Agreed Value Ontario, Canada office space landlord for leasehold improvements ($16,154) and first year rent ($27,692) 146,154 $ 43,846 Officers and directors for services and expenses 341,717 102,515 Consultants pursuant to various consulting agreements 936,590 280,977 Totals 1,424,461 $ 427,338

Software (Tables)

Software (Tables)	6 Months Ended
	Jun. 30, 2019
Research and Development [Abstract]
Schedule of Software, Net	At June 30, 2019 and December 31, 2018, software, net, consisted of: June 30, 2019 December 31, 2018 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 $ 234,375 Software and intellectual property acquired from IrisMind LLC pursuant to Technology Assignment Agreement on May 15, 2019 in exchange for 1,200,000 shares of Class B Common Stock (see Note 7). 1,500,000 - Total 1,734,375 234,475 Less accumulated amortization (105,342 ) (44,404 ) Net $ 1,629,053 $ 189,971
Schedule of Expected Future Amortization Expense	Expected future amortization expense for the acquired software as of June 30, 2019 follows: Year ending Amount 2019 $ 173,437 2020 346,875 2021 346,875 2022 346,875 2023 302,471 2024 112,500 Total $ 1,629,033

Subsequent Events (Tables)

Subsequent Events (Tables)	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Schedule of Class B Common Stock	Effective August 7, 2019, the Company issued a total of 1,424,461 shares of Class B common stock to: Shares Agreed Value Ontario, Canada office space landlord for leasehold improvements ($16,154) and first year rent ($27,692) 146,154 $ 43,846 Officers and directors for services and expenses 341,717 102,515 Consultants pursuant to various consulting agreements 936,590 280,977 Totals 1,424,461 $ 427,338

Description of Business (Detail

Description of Business (Details Narrative)	Apr. 11, 2017shares
Share Exchange Agreement [Member]
Common stock shares exchanged to ownership units	25,000,000

Promissory Note Receivable fr_2

Promissory Note Receivable from Related Party (Details Narrative) - USD ($)	Apr. 11, 2017	Jun. 30, 2019	Jun. 30, 2018
Proceeds from related party debt			$ 54,156
Security Agreement [Member] | Promissory Note [Member] | Cornerstone Medical Center LLC [Member]
Payment to related party debt	$ 495,000
Proceeds from related party debt	$ 500,000
Debt instrument, interest rate	4.00%
Debt instrument, default interest rate	18.00%
Debt instrument maturity date	Dec. 31, 2017

Software (Details Narrative)

Software (Details Narrative)	6 Months Ended
	Jun. 30, 2019
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, 2019	Dec. 31, 2018
Software, gross	$ 1,734,375	$ 234,475
Accumulated amortization	(105,342)	(44,404)
Software, net	1,629,033	189,971
Christopher Dean [Member]
Software, gross	234,375	234,375
IrisMind LLC [Member]
Software, gross	$ 1,500,000

Software - Schedule of Softwa_2

Software - Schedule of Software, Net (Details) (Parenthetical) - Class B Common Stock [Member] - shares	May 15, 2019	Jan. 18, 2018
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
Technology Assignment Agreement [Member] | IrisMind LLC [Member]
Common stock exchanged to acquire software and intellectual property	1,200,000

Software - Schedule of Expected

Software - Schedule of Expected Future Amortization Expense (Details)	Jun. 30, 2019USD ($)
Research and Development [Abstract]
2019	$ 173,437
2020	346,875
2021	346,875
2022	346,875
2023	302,471
2024	112,500
Total	$ 1,629,033

Settlement Amount Due to Form_2

Settlement Amount Due to Former Related Party (Details Narrative)	Jun. 01, 2018USD ($)Paymentsshares	Jun. 30, 2019USD ($)	Dec. 31, 2018USD ($)
Settlement amount due to former related party		$ 126,654	$ 126,654
Gregory Mongeon [Member] | Separation and Release Agreement [Member]
Number of monthly payments | Payments	20
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
Aggregate cash payment amount	$ 133,320

Common Stock and Preferred St_2

Common Stock and Preferred Stock Transactions (Details Narrative) - USD ($)	May 15, 2019	May 10, 2019	May 08, 2019	Dec. 29, 2018	Oct. 09, 2018	Aug. 31, 2018	Jul. 31, 2018	Jul. 31, 2018	Jul. 20, 2018	Jul. 06, 2018	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	Mar. 06, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2018
Estimated fair value of common stock for share based compensation																							$ 1,250,000
Sale of stock price per share																							$ 1.25
Number of common stock shares issued for services, value																					$ 825,000			$ 1,750,000	$ 601,562
Settled an outstanding debt										$ 91,220													$ 91,220
Warrant to purchase shares of common stock																							1,000,000
Loss (gain)on settlement of debt																							$ 1,158,780
Stock issued during period, value																									$ 234,375
Kingdom Life Sciences, LLC [Member]
Stock issued inventory								$ 32,055
Inventory acquired								12,922
Liability assumed								$ 19,133
Asset Purchase Agreement [Member] | Kingdom Life Sciences, LLC [Member]
Fair value of common stock issued for capitalized software							$ 19,133
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									$ 1.25									$ 0.03125						$ 0.03125		$ 0.03125
Debt converted to common stock, shares issued										1,000,000									8,000,000
Number of common stock issued for share based compensation																										17,450,000
Estimated fair value of common stock for share based compensation																										$ 545,312
Treasury stock shares cancelled															1,830,000	1,830,000
Sale of common stock, shares issued						130,000			100,000
Sale of stock price per share						$ 1.50			$ 1.50
Cash proceeds from sale of common stock						$ 140,000			$ 125,000
Warrant to purchase shares of common stock						200,000			100,000												416,000
Warrant term						3 years			3 years
Exercise price of warrants																					$ 1.50
Class B Common Stock [Member] | Asset Purchase Agreement [Member] | Kingdom Life Sciences, LLC [Member]
Number of common stock issued for capitalized software							20,000
Class B Common Stock [Member] | Technology Assignment Agreement [Member] | IrisMind, LLC [Member]
Issuance of common stock, shares	1,200,000
Stock issued during period, value	$ 1,500,000
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]
Estimated fair value of common stock for share based compensation										$ 750,000
Number of common stock shares issued for services										600,000				600,000
Sale of common stock, shares issued													150,000
Sale of stock price per share													$ 1.25
Class B Common Stock [Member] | Investor [Member]
Issuance of stock, price per share					$ 1.25
Sale of common stock, shares issued				87,000	116,000								150,000
Sale of stock price per share				$ 1.50	$ 1.50								$ 1.25
Cash proceeds from sale of common stock				$ 130,500	$ 145,000								$ 187,500
Warrant to purchase shares of common stock					116,000
Warrant term					3 years
Class B Common Stock [Member] | Dr. Hans Jenkins [Member]
Exchange of debt												600,000
Estimated fair value of common stock for share based compensation												$ 750,000
Sale of common stock, shares issued													150,000
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
Number of common stock shares issued for services											800,000
Sale of common stock, shares issued													150,000
Sale of stock price per share													$ 1.25
Class B Common Stock [Member] | Director One [Member]
Number of common stock shares issued for services										300,000
Class B Common Stock [Member] | Director Two [Member]
Number of common stock shares issued for services										300,000
Class B Common Stock [Member] | Four Investors [Member] | Minimum [Member]
Sale of stock price per share						$ 1
Class B Common Stock [Member] | Four Investors [Member] | Maximum [Member]
Sale of stock price per share						1.25
Class B Common Stock [Member] | Two Consultants [Member]
Issuance of stock, price per share						$ 1.25
Number of common stock shares issued for services						110,000
Number of common stock shares issued for services, value						$ 137,500
Class B Common Stock [Member] | 8 Shareholders [Member]
Sale of common stock, shares issued																				230,000
Sale of stock price per share																				$ 1.50
Cash proceeds from sale of common stock																				$ 345,000
Common stock shares subscriptions																				$ 25,000
Class B Common Stock [Member] | 10 investors [Member]
Sale of common stock, shares issued		302,333
Cash proceeds from sale of common stock		$ 410,500
Number of common stock shares issued for services, value		18,000
Payment for settlement of services		$ 18,000
Class B Common Stock [Member] | Leslie Norris [Member]
Issuance of common stock, shares			200,000
Class B Common Stock [Member] | Sandeep Uppal [Member]
Issuance of common stock, shares			200,000
Class B Common Stock [Member] | Yvan Aubin [Member]
Issuance of common stock, shares			150,000
Series A Preferred Stock [Member]
Number of common stock shares issued for services
Number of common stock shares issued for services, value
Issuance of common stock, shares
Stock issued during period, value
Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Number of shares returned/cancelled															100	100
Class B Common Stock One [Member]
Issuance of stock, price per share																								$ 0.03125		$ 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

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Apr. 15, 2019
Collaboration Agreement [Member]
Collaboration agreement initial term	5 years

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Aug. 07, 2019	Jul. 01, 2019
Base rent		$ 2,300
Lease expiration date		Jun. 30, 2020
Percentage of base rent increased		3.00%
Foreign currency exchange rate		0.30
Issuance of common stock, shares	1,424,461
Class B Common Stock [Member]
Issuance of common stock, shares	1,424,461
Common Stock [Member]
Foreign currency exchange rate		1.30
CAD [Member]
Base rent		$ 3,000
Foreign currency exchange rate		1

Subsequent Events - Schedule of

Subsequent Events - Schedule of Class B Common Stock (Details) - USD ($)	Aug. 07, 2019	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018
Total					$ 234,375
Subsequent Event [Member]
Total, shares	1,424,461
Total	$ 427,338
Subsequent Event [Member] | Landlord [Member]
Total, shares	146,154
Total	$ 43,846
Subsequent Event [Member] | Officers and Directors [Member]
Total, shares	341,717
Total	$ 102,515
Subsequent Event [Member] | Consultants [Member]
Total, shares	936,590
Total	$ 280,977

Subsequent Events - Schedule _2

Subsequent Events - Schedule of Class B Common Stock (Details) (Parenthetical) - Subsequent Event [Member]	Aug. 07, 2019USD ($)
Leasehold improvements	$ 16,154
First Year Rent [Member]
Leasehold improvements	$ 27,692