UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2017



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from ____ to ____



Commission
File No. 333-107179 & 000-51210



FRéLII,
INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                                                  |  | 980380519                              
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
    EmployerIdentification No.)



2600
W. Executive Pkwy., Suite 500

Lehi,
UT 84043

(Address
of principal executive offices, including Zip Code)



(833)
437-3544

(Registrant’s
telephone number, including area code)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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). [X] Yes [  ]
No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [  ] Yes [X] No



APPLICABLE
ONLY TO CORPORATE ISSUERS:



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



|Class                              |  | Outstanding
    as of May 7, 2018
|---------------------------------- |  | ---------------------------------
|Common
    stock, $0.001 par value |  | 35,511,107                       











FRéLLI,
INC. (FORMERLY KNOWN AS VICAN RESOURCES, INC.)



TABLE
OF CONTENTS



|             |                                                                                                                  |   
|------------ | ---------------------------------------------------------------------------------------------------------------- | --
|PART
    I   |                                                                                                                  |   
|             |                                                                                                                  |   
|Item
    1.  | Business                                                                                                         | 4 
|Item
    1A. | Risk
    Factors                                                                                                 | 5 
|Item
    1B. | Unresolved
    Staff Comments                                                                                    | 12
|Item
    2.  | Properties                                                                                                       | 12
|Item
    3.  | Legal
    Proceedings                                                                                            | 12
|Item
    4.  | Mine
    Safety Disclosures                                                                                      | 12
|             |                                                                                                                  |   
|PART
    II  |                                                                                                                  |   
|             |                                                                                                                  |   
|Item
    5.  | Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 13
|Item
    6.  | Selected
    Financial Data                                                                                      | 15
|Item
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                        | 16
|Item
    7A. | Quantitative
    and Qualitative Disclosures About Market Risk`                                                  | 20
|Item
    8.  | Financial
    Statements and Supplementary Data                                                                  | 20
|Item
    9.  | Changes
    in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 20
|Item
    9A. | Controls
    and Procedures                                                                                      | 20
|Item
    9B. | Other
    Information                                                                                            | 21
|             |                                                                                                                  |   
|PART
    III |                                                                                                                  |   
|             |                                                                                                                  |   
|Item
    10. | Directors,
    Executive Officers and Corporate Governance                                                       | 22
|Item
    11. | Executive
    Compensation                                                                                       | 25
|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 26
|Item
    13. | Certain
    Relationships and Related Transactions, and Director Independence                                    | 26
|Item
    14. | Principal
    Accounting Fees and Services                                                                       | 27
|             |                                                                                                                  |   
|PART
    IV  |                                                                                                                  |   
|             |                                                                                                                  |   
|Item
    15. | Exhibits,
    Financial Statement Schedules                                                                      | 28
|             |                                                                                                                  |   
|SIGNATURES   | 29                                                                                                              



-2-









SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS



Statements
contained in this annual report include “forward-looking statements” within the meaning of such term in Section 27A
of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by
such forward-looking statements not to occur or be realized. Forward-looking statements made in this annual report generally are
based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent
results of the companies involved and their respective industries. Forward-looking statements may be identified by the use of
forward-looking terminology such as “may”, “will”, “could”, “should”, “project”,
“expect”, “believe”, “estimate”, “anticipate”, “intend”, “continue”,
“potential”, “opportunity” or similar terms, variations of those terms or the negative of those terms
or other variations of those terms or comparable words or expressions. Potential risks and uncertainties include, among other
things, such factors as:



|● | concentration
    of our customer base                                                            
|- | --------------------------------------------------------------------------------------------------
|● | our
    ability to maintain pricing;                                                              
|● | deterioration
    of the credit markets;                                                          
|● | competition
    within our industry;                                                              
|● | asset
    impairment and other charges;                                                           
|● | our
    identifying, making and integrating acquisitions;                                         
|● | loss
    of key executives;                                                                       
|● | the
    ability to employ skilled and qualified workers;                                          
|● | inadequacy
    of insurance coverage for certain losses or liabilities;                           
|● | federal
    legislation and state legislative and regulatory initiatives relating to our industry;
|● | future
    legislative and regulatory developments;                                               
|● | our
    beliefs regarding the future of our competitors;                                          
|● | our
    expectation that the demand for our products services will eventually increase; and       
|● | our
    expectation that we will be able to raise capital when we need it.                        



These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the period ended December 31, 2017,
any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these
forward-looking statements. These risks may cause the Frélii, Inc. or its industry’s actual results, levels of activity
or performance to be materially different from any future results, levels of activity or performance expressed or implied by these
forward-looking statements.



Readers
are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with
the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by
law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations.
No assurances are made that actual results of operations or the results of our future activities will not differ materially from
our assumptions.



As
used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our,”
or the “Company” refer to Frélii, Inc. Unless otherwise specified, all dollar amounts are expressed in United
States dollars.



-3-







PART
I



ITEM
1. BUSINESS



Overview
of Our Business



Recent
Developments



The
Company’s principal business is to offer personalized web-based nutrition and fitness programs based on users’ genetic
data. We believe our artificial intelligence-based algorithm generates accurate and valuable insight about individual health risks,
and has to potential to flag and develop a preventative care plan for potential areas of health concern. Through a web-based questionnaire,
and upload of the user’s raw genetic data, the algorithm identifies areas of potential health risk and generates a preventative
action plan, which includes a personalized nutrition and fitness plan, and nutritional supplement recommendations. Subscribers
who have previously purchased their genetic health information from 23andMe will be able to provide their login information, and
upload that data to our website. Our technology will then automatically adjust the user’s nutrition and wellness plan according
to that genetic data. Our personalized plans feature meal plans, virtual personal training, supplement recommendations, downloadable
menus, recipes, and shopping lists. In the near future, we plan to offer our subscribers the opportunity to enhance their personalized
wellness plans by ordering lab diagnostic kits for more comprehensive blood testing and analysis. Presently, customers can order
premium nutritional and vitamin supplements from our online health supplement marketplace. We plan to generate revenues through
user subscriptions, lab diagnostic kit purchases, sales of compounding pharmacy products, and nutritional supplements. We launched
our website, www.frelii.com, in March 2018. We are currently doing business under the name “Frélii.”
Effective March 9, 2018, the Company changed its name to “Frélii, Inc.” and its trading symbol to “FRLI.”



Our
executive offices are located at 2600 W. Executive Pkwy., Ste. 500, Lehi, UT 84043. You can also contact us by telephone at (833)
437-3544.



We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively,
with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, information statements and other information regarding issuers that file electronically with the SEC through
the Electronic Data Gathering, Analysis and Retrieval System.



Corporate
History



The
Company incorporated in the State of Nevada on September 5, 2002, under the name “Bayview Corporation.” From 2005
until 2009, the Company’s business involved researching and developing cancer treatment drugs. From July 2009 until May
2011, the Company operated as a real estate services firm, seeking to capitalize on the real estate opportunities resulting from
the dislocation in the credit markets, and by extension, the multifamily housing market, by acquiring, rehabilitating, stabilizing
and selling distressed multifamily properties in the southern United States, predominantly in Texas. On May 26, 2011, the Company
changed its name to Vican Resources, Inc., and changed its business model when it sold the real estate services division and acquired
all of the outstanding shares of Vican Trading, Inc., a Montreal-based purchaser and seller of metals, ores, and other commodities
(hereafter, “Vican Trading”). Upon the acquisition of Vican Trading, there was an implied option for either party
to rescind the original acquisition. During the year that option was exercised, and on December 20, 2011, the Company again changed
its business when it unwound the acquisition of Vican Trading and acquired all of the assets of Med Ex Direct, Inc., a Florida-based
provider of management services in respect of the distribution of diabetic supplies, principally to Hispanic patients (hereafter,
“Med Ex Florida”). On March 22, 2012, the Company again changed its business to become an oil & 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, management modified its business plan to acquire certain intellectual
property assets and engage a new executive team to launch its new business, a web-based subscription service providing personalized
nutrition and wellness plans.



-4-







ITEM
1A. RISK FACTORS



In
evaluating us and our business you should carefully consider the risks and uncertainties described below, the other information
included in this Report. If any of the events described below or in the documents incorporated herein by reference occur, our
business and financial results could be adversely affected in a material way. This could cause the trading price of our common
stock to decline, perhaps significantly.



Our
products are subject to government regulation, both in the United States and abroad, that could increase our costs significantly
and limit or prevent the sale of our products.



The
manufacture, packaging, labeling, advertising, promotion, distribution, and sale of our products are subject to regulation by
numerous national and local governmental agencies in the United States and other countries. The primary regulatory bodies in the
United States are the FDA and the FTC, and we are also subject to similar regulators in other countries. Failure to comply with
these regulatory requirements may result in various types of penalties or fines. These include injunctions, product withdrawals,
recalls, product seizures, fines and criminal prosecutions. Individual states also regulate nutritional supplements. A state may
interpret claims or products presumptively valid under federal law as illegal under that state’s regulations. In foreign
markets, we are usually required to obtain approvals, licenses, or certifications from a country’s ministry of health or
comparable agency, and comply with local labeling and packaging regulations, all of which vary from country to country. Approvals
or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product
ingredients. Any of these government agencies, as well as legislative bodies, can change existing regulations, or impose new ones,
or could take aggressive measures, causing or contributing to a variety of negative consequences, including:



| | ● | requirements
    for the reformulation of certain or all products to meet new standards,
| | - | ----------------------------------------------------------------------------------------
| |   |                                                                                         
| | ● | the
    recall or discontinuance of certain or all products,                            
| |   |                                                                                         
| | ● | additional
    record keeping,                                                          
| |   |                                                                                         
| | ● | expanded
    documentation of the properties of certain or all products,                
| |   |                                                                                         
| | ● | expanded
    or different labeling,                                                     
| |   |                                                                                         
| | ● | adverse
    event tracking and reporting, and                                           
| |   |                                                                                         
| | ● | additional
    scientific substantiation.                                               



Any
or all of these requirements could have a material adverse effect on us. There can be no assurance that the regulatory environment
in which we operate will not change or that such regulatory environment, or any specific action taken against us, will not result
in a material adverse effect on us.



We
may not be able to recover our remaining balance due on our note receivable from Cornerstone Medical Center LLC at May 2, 2018.



As
of December 31, 2017 and May 2, 2018, there was a balance due of $340,640 and $106,483 respectively, on the note receiveable due
from Cornerstone Medical Center LLC (“Cornerstone Note”), an entity owned by our director and Chief Sales Officer
Gregory Mongeon. In March 2018, Cornerstone sold substantially all of its assets in a transaction for cash payable over eighteen
months. Following this transaction and subsequent to the fiscal year ended December 31, 2017, Cornerstone paid to Frélii
$234,156 reducing the amount of the Cornerstone Note to $106,483 as of May 2, 2018. Although Cornerstone is due additional cash
payments pursuant to the foregoing sale transaction, there can be no assurance that Cornerstone will receive those payments or
will make the remaining payments due under the Cornerstone Note. Unless the Company can secure sufficient equity or debt financing,
failure to receive full payment on the Cornerstone Note may have a material adverse effect on the Company’s financial condition.



-5-







If
we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.



We
may be exposed to product recalls and adverse public relations if our products are alleged to cause injury or illness, or if we
are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures,
which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention.
Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead
to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could
have a material adverse effect on our business, results of operations, financial condition and cash flows.



We
may experience product liability claims and litigation to prosecute such claims, and we may not have adequate insurance coverage
to cover the cost of such claims.



Even
though we do not manufacture the nutritional supplements we sell, as a distributor of products for human consumption, we may experience
product liability claims and litigation to prosecute such claims. Additionally, the sale of these products involves the risk of
injury to consumers as a result of tampering by unauthorized third parties or product contamination. We may not have adequate
insurance coverage in the types and amounts that are reasonably adequate to cover the risks we face. If insurance coverage is
inadequate or unavailable or premium costs continue to rise, we may face additional claims not covered by insurance, and claims
that exceed coverage limits or that are not covered could have a material adverse effect on us.



We
may become party to litigation arising from the ordinary course of business in the future.



We
are not currently party to any litigation; however, we may become party to lawsuits that arise in the ordinary course of business
in the future. The possibility of such litigation, and its timing, is in large part outside our control. Some of these lawsuits
may involve class action claims, which by virtue of involving a large number of potential class members, may require increased
costs of defense and risk. If such litigation were to occur, it could have material adverse effects on our financial performance.



RISKS
RELATED TO OUR MARKET



Our
success is linked to the size and growth rate of the health and wellness products and supplement markets and an adverse change
in the size or growth rate of these markets could have a material adverse effect on us.



An
adverse change in size or growth rate of the health and wellness, or vitamin, mineral and supplement market could have a material
adverse effect on us. Underlying market conditions are subject to change based on economic conditions, consumer preferences and
other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.



Adverse
economic conditions may harm our business.



Inflation
or other changes in economic conditions that affect demand for nutritional supplements could adversely affect our revenue. Uncertainty
about current global economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter
credit markets, negative financial news and/or declines in income or asset values, each of which could have a material negative
effect on the demand for our products. Other factors that could influence demand include conditions in the residential real estate
and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors affecting
consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and
on our financial condition and operating results.



We
operate in a highly competitive industry.



The
market for health, diet, fitness, and wellness technology in general is extremely competitive. While we believe that currently
there is no direct competitor using comparable technology, there is no guarantee that similar technology is in development. The
Company anticipates that competition will intensify as genetic testing becomes more commonly prevalent in developing medical treatment
and wellness plans. There can be no assurance that the Company will be able to compete successfully against current or future
competitors, or that competitive pressures faced by the Company will not harm its business, operating results or financial condition.



There
may be significant fluctuations in our quarterly results.



The
Company believes that quarter-to-quarter comparisons of its revenues and operating results are not necessarily meaningful, and
that such comparisons may not be accurate indicators of future performance. The operating results of businesses in the Company’s
industry have in the past experienced significant quarter-to-quarter fluctuations. If revenues for a quarter fall below the Company’s
expectations and it is not able to quickly reduce spending in response, the Company’s operating results for that quarter
would be harmed. It is likely that in some future quarter operating results may be below the expectations of public market analysts
and investors and, as a result, the price of the Company’s common stock may fall. As with other companies in the Industry,
the Company’s operating expenses, which include sales and marketing, product development and general and administrative
expenses, are based on expectations of future revenues and are relatively fixed in the short term.



-6-







Factors
that may cause our operating results to fluctuate include:



| | ● | our
    ability to arrange financing for projects;                  
| | - | --------------------------------------------------------------------
| | ● | our
    ability to complete technology upgrades;                    
| | ● | changes
    in federal, state and local government policies;        
| | ● | changes
    in the medical insurance industry;                      
| | ● | the
    addition of new customers or the loss of existing customers;
| | ● | our
    ability to control costs, including operating expenses;     
| | ● | changes
    in the mix of our products and services;                
| | ● | the
    effectiveness of our marketing partnerships;                
| | ● | changes
    in the pricing of our competitors;                      



There
are no assurances that our operations will result in revenues.



There
can be no assurance that our proposed operations will result in sufficient revenues to enable us to operate at profitable levels
or to generate positive cash flow. As a result of the Company’s limited operating history and the nature of the markets
in which it competes, the Company may not be able to accurately predict its revenues. Any failure by the Company to accurately
make such predictions would have a material adverse effect on the Company’s business, results of operations and financial
condition. Further, the Company’s current and future expense levels are based largely on its investment plans and estimates
of future revenues. The Company expects operating results to fluctuate significantly in the future as a result of a variety of
factors, many of which are outside of the Company’s control. Factors that may adversely affect the Company’s operating
results include, among others, demand for the products of the Company, the budgeting cycles of potential customers, lack of enforcement
of or changes in governmental regulations or laws, the amount and timing of capital expenditures and other costs relating to the
expansion of the Company’s operations, the introduction of new or enhanced products and services by the Company or its competitors,
the timing and number of new hires, changes in the Company’s pricing policy or those of its competitors, the mix of products,
increases in the cost of raw materials, technical difficulties with the products, incurrence of costs relating to future acquisitions,
general economic conditions, and market acceptance of the company’s products. As a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing, service or marketing decisions or business combinations
that could have a material adverse effect on the Company’s business, results of operations and financial condition. Any
seasonality is likely to cause quarterly fluctuations in the Company’s operating results, and there can be no assurance
that such patterns will not have a material adverse effect on the Company’s business, results of operations and financial
condition. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.



Negative
Operating Cash Flow



The
Company has negative operating cash flow and may continue to have negative operating cash flow in future periods. To the extent
that the Company has negative operating cash flow, the Company will need to continue to deploy a portion of its cash reserves
to fund such negative operating cash flow.



We
                                         may not be able to meet our capital requirements.



As
of May 2, 2018, the Company had $ 207,459 in cash reserves. The continued development of the Company’s business plan will
require additional capital. Although the Company believes that we have sufficient cash reserves to fund operations until we begin
to generate revenues from our operations, we cannot be certain that our cash reserves will be sufficient to fund the operations
of the Company for the next year. To the extent that our cash reserves and cash flow from operations are insufficient to fund
the Company’s activities, the Company will be required to raise additional capital through equity or debt financing. The
Company’s actual capital requirements will depend on many factors, including but not limited to; the costs and timing of
the Company’s development and launch activities, the success of the Company’s development efforts, and the costs and
timing of the expansion of the Company’s sales and marketing activities. The extent to which the Company’s existing
and new products and services will gain market acceptance will be based upon the Company’s ability to maintain existing
collaborative relationships and enter into new collaborative relationships, competing product developments, progress of the Company’s
commercialization efforts and the commercialization efforts of the Company’s competitors, costs involved in acquiring, prosecuting,
maintaining, enforcing and defending intellectual property claims, developments related to regulatory issues, and other factors.
Furthermore, to satisfy future growth requirements, the Company may seek to raise additional funds through public or private financing,
collaborative relationships or other arrangements. Any additional equity financing may be dilutive to shareholders, and debt financing,
if available, may involve significant restrictive covenants. Collaborative arrangements, if necessary to raise additional funds,
may require the Company to relinquish its rights to certain of its technologies, products or marketing territories. The Company’s
failure or inability to raise capital when needed could have a material adverse effect on the Company’s business, financial
condition and results of operations. There can be no assurance that such financing will be available on terms satisfactory to
the Company, if at all.



-7-







We
are dependent on key personnel.



The
Company’s future success depends to a significant extent on the continued services of senior management, which includes
the founders and developers of our website technology, and other key personnel. The Company does not currently maintain “key
person” life insurance for any of its executives, though it may opt to do so in the future. The loss of key personnel would
likely have a significantly detrimental effect on the business.



We
may experience challenges managing rapid growth of our business.



If
the Company is successful in achieving wide market acceptance of its products and services, it may be required to expand its operations
quickly, requiring the establishment of technical operations, system administration, sales and marketing. This could result in
new and increased responsibilities for management, and place significant strain on the Company’s management, operating and
financial systems and other resources. To accommodate such growth and compete effectively, the Company will be required to implement
and improve information systems, procedures and controls, and to train, motivate and manage its work force. The Company’s
future success will depend to a significant extent on the ability of its future management personnel to operate effectively. There
can be no assurance the Company’s personnel; systems, procedures and controls will be adequate to support the Company’s
future operations. The Company is dependent on its ability to continue to attract and retain qualified technical, managerial and
marketing personnel. There is widespread competition for qualified personnel in the Company’s industry, and there can be
no assurance the Company will be able to attract and retain the qualified personnel necessary for the development of its business.
The failure to recruit qualified technical, managerial or marketing personnel could have a material adverse effect on the Company’s
business, financial condition and results of operations.



We
rely on outside consultants, contractors, manufacturers and suppliers.



We
will rely on the experience of outside consultants, contractors, manufacturers and suppliers. Should one or more of these persons
or entities terminate their business relationship with the Company, or becomes unavailable, we may have difficulty finding timely
or suitable replacements and our business and financial performance could be negatively impacted.



We
rely on strategic relationships to promote our products.



We
will rely, in part, on strategic partnerships with outside companies and individuals to promote and market our products and services,
thus making the future success of our business particularly contingent on the efforts of others. An important part of our strategy
is to promote acceptance of our products through technology and product alliances with affiliates who assist us with our promotion
strategies. Our dependence on outside affiliates and distributors, however, raises potential risks with respect to the future
success of our business. Our success is dependent on the successful completion and commercial deployment of our products and services
and on the future commitment of our distributors to our products and technology.



We
                                         rely on our suppliers.



We
will rely on key vendors and suppliers to provide our health supplement products and other health and wellness products we may
offer in the future. The Company also plans to use third party distribution facilities and contract distributors and shippers
to manage customer orders of diagnostic kits, supplements, and other products. We also plan to use a third party lab processor
to process our subscribers’ diagnostic kits and provide us the results. These distributors and third party vendors are critical
partners in our business, and failure of any of these partners to fulfill the terms of our vendor contracts or perform as expected,
would be detrimental to our business, our brand, and our financial results. Further, we may have difficulty in locating or using
alternative resources should supply problems arise with any of these vendors or partners. An interruption or reduction in the
source of supply of any of these vendors, or an unanticipated increase in vendor prices, could negatively and materially impact
our operating results and damage customer relationships, our brand, and our business.



-8-







Our
success depends on responding to rapid technological changes.



Our
industry features rapidly changing technologies, frequent new product and service introductions and evolving industry standards.
The Company’s future success will depend on its ability to adapt to rapidly changing technologies by continually improving
the performance features and reliability of its products, and the efficiency and capabilities of its services. The Company may
experience difficulties that could delay or prevent the successful development, introduction or marketing of new products and
services. In addition, new enhancements must meet the requirements of current and prospective users and must achieve significant
market acceptance. The Company could also incur substantial costs should we need to modify our products or services to stay competitive.



If
we fail to protect our intellectual property, our business could be adversely affected.



Despite
our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and
use information that we regard as proprietary or protected by intellectual property laws. Unauthorized use of our proprietary
or protected technology could harm our business. Litigation to protect our intellectual property rights can be costly and time-consuming
to prosecute, and there can be no assurance that we will have the financial or other resources necessary to enforce or defend
a patent infringement, copyright or trademark violation, or proprietary rights violation action. From time to time, we may be
forced to defend ourselves against other claims and legal actions alleging infringement of the intellectual property rights of
others. Adverse determinations in any such litigation could subject us to significant liabilities to third parties, could require
us to seek licenses from third parties and could, if such licenses are not available, prevent us from providing our wind turbines
or the generators, which could have a material adverse effect on us. Third parties could also obtain patents that may require
us to either redesign products or obtain a license. If we are unable to redesign products or are unable to obtain a license, our
business and financial condition would be adversely affected. Although we perform investigations of the intellectual property
of third parties, we cannot be certain that we have not infringed the intellectual property rights of such third parties. Any
such infringement or misappropriation claim could result in significant costs, substantial damages, and our inability to provide
or use our turbines and generators. We also could be forced to obtain licenses from third parties or to develop a non-infringing
alternative, which could be costly and time-consuming. A court could also order us to pay compensatory damages for such infringement,
plus prejudgment interest, and could, in addition, treble the compensatory damages and award attorney fees. These damages could
be substantial and could harm our reputation, business, financial condition, and operating results. A court also could enter orders
that temporarily, preliminarily, or permanently enjoin us and/or our suppliers from making or supplying us with the turbines and/or
generators. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third
parties. Because intellectual property litigation can be costly and time consuming, our intellectual property litigation expenses
could be significant, even if we are successful in defending our intellectual property rights. Even invalid claims alone could
materially adversely affect our financial condition.



Our
executive compensation may not reflect the true market value of services.



The
Company is currently paying its management and key employees in a combination of Common Stock, stock options, stock units, and/or
cash consideration. We have not determined all our executive compensation by arms-length negotiation. Our Board of Directors believes
the current salaries paid to our management team does not reflect the likely market value of their services. As the Company obtains
adequate financing, executive compensation is likely to increase. Furthermore, the Company may grant additional stock options
and other equity incentives to its executive officers and directors that are consistent with companies in the early revenue stages
with high growth potential. Our Board of Directors has approved 5,000,000 Class B Common Stock shares for use in the Incentive
Stock Option Plan (“IPO Plan”). As of the date hereof, the Board has not approved any additional issuances; however,
plans to issue ISO stock in the near future. Upon such issuances, the Board may increase the number of shares available for issuance
under the ISO Plan for later issuance.



Our
management may have a conflict of interest with our minority shareholders.



The
relationship of management and its affiliates to the Company could create conflicts of interest. While management has a fiduciary
duty to the Company, it also determines its compensation from the Company. While management believes that any consideration paid
to affiliates is fair, there is no assurance that such consideration reflects the true market value of the services being performed.
Management believes that it will have the resources necessary to fulfill its management obligations to all entities for which
it is responsible. Management’s compensation from the Company has not been determined pursuant to arm’s-length negotiation.



Our
bylaws indemnify our management to the maximum extent permitted by law.



The
Company’s Bylaws provide that the Company will indemnify and hold harmless its officers and directors against claims arising
from Company activities, to the maximum extent permitted by law. If the Company were called upon to perform under its indemnification
agreement, then the portion of its assets expended for such purpose would reduce the amount otherwise available for the Company’s
business.



-9-







There
is a potential risk of dilution of ownership in our Company.



The
Company has the right to raise additional capital or incur borrowings from third parties to finance its business. The Company
may also implement public or private mergers, business combinations, business acquisitions and similar transactions pursuant to
which it would issue substantial additional capital stock to outside parties, causing substantial dilution in the ownership of
the Company by its existing shareholders. The Board of Directors has the authority, without the consent of any of the shareholders,
to cause the Company to issue more shares of common and preferred stock at such price and on such terms and conditions as are
determined by the Board in its sole discretion. The Company may also issue net profits interests in the Company. The issuance
of additional shares of capital stock or net profits interests by the Company would dilute the shareholders’ ownership in
the Company.



There
are no assurances that dividends will be paid.



The
Company has not in the past nor has any immediate plan to pay dividends to any of its shareholders in the near future. The Company
cannot predict when or assure that it will ever have sufficient earnings to declare and pay dividends to any of its shareholders.



Our
stock has historically had a limited market. If an active trading market for our Common Stock does develop, trading prices may
be volatile.



Should
an active trading market develop, the market price of the shares of Common Stock may be based on factors that may not be indicative
of future market performance. Consequently, the market price of the Common Stock may vary greatly. If an active market for the
Common Stock develops, there is a significant risk that the stock price may fluctuate dramatically in the future in response to
any of the following factors, some of which are beyond our control:



| | ● | Variations
    in our quarterly results                                               
| | - | --------------------------------------------------------------------------------------
| | ● | Announcements
    that our revenues or income/losses are below analysts’ expectations;
| | ● | General
    economic slowdown                                                         
| | ● | Changes
    in market valuations of similar companies;                                
| | ● | Announcements
    by us or our competitors of significant contracts; or               
| | ● | Acquisitions,
    strategic partnerships, joint ventures or capital commitments.      



We
are subject to the reporting requirements of Federal Securities Laws that can be expensive.



We
are subject to the information and reporting requirements under the Securities Exchange Act of 1934 and other federal securities
laws, and the compliance obligations of the Sarbanes-Oxley Act of 2002. The costs of preparing and filing annual and quarterly
reports and other information with the SEC has and will continue to cause our expenses to be higher than they would be if we were
a privately-held company.



Our
common stock is illiquid and the price of our common stock may be negatively impacted by factors that are unrelated to our operations.



Although
our common stock is currently listed for quotation on the OTC Pink Market, there is a very limited market for our common stock.
Even after trading volume increases, trading through the OTC Pink or OTCQB is frequently thin and highly volatile. There is no
assurance that a sufficient market will develop in our stock, in which case it could be difficult for stockholders to sell their
stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock,
changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us.
In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect
on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have
the same effect on our common stock.



-10-







Sales
by our shareholders of a substantial number of shares of our Common Stock in the public market could adversely affect the market
price of our Common Stock.



The
majority of outstanding shares in the Class B common stock are owned by the Directors and Officers. If any of these principal
shareholders were to decide to sell large amounts of stock over a short period of time such sales could cause the market price
of the Common Stock to decline.



Our
officers and directors may have a conflict of interest with the minority shareholders in the future because the majority of the
shares of our Common Stock are owned by our officers and directors. Thus, the minority shareholders may not be able to control
or influence our management’s decision making.



The
Company’s officers and directors currently own 59.12% of the outstanding shares of the Company’s Class B common stock.
The interests of a specific director or officer, individually or as a group may at times differ from other shareholders. Where
those conflicts exist, our shareholders will be dependent upon the directors and officers, in a manner fair to all our shareholders,
their fiduciary duties as an officer and/or director.



RISKS
RELATED TO THE MARKET FOR OUR STOCK GENERALLY



Our
common stock is currently quoted on the Over-the-Counter market that may have an unfavorable impact on our stock price and liquidity.



Our
common stock is quoted Over-the-Counter on the OTC: Pink market. The OTC Pink Market is a significantly more limited market than
established trading markets such as the New York Stock Exchange or NASDAQ. The quotation of our shares on the OTC Pink Market
may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could
depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the
future. We plan to list our common stock on the Over-the-Counter Bulletin Board, or on a senior exchange such as NASDAQ as soon
as practicable. However, we cannot assure you that we could meet the initial listing standards of any stock exchange, or that
we could maintain any such listing.



We
may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.



The
SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market
price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock
is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes
additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers
and “accredited investors” (generally, individuals with a net worth of more than $1,000,000 or annual incomes exceeding
$200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to
sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers
to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.
For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock,
of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about
sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.
Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stock. There can be no assurance that our common stock will qualify for exemption
from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject
to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution
of penny stock, if the SEC finds that such a restriction would be in the public interest.



-11-







ITEM
1B. UNRESOLVED STAFF COMMENTS



None.



ITEM
2. PROPERTIES



We
lease our corporate office headquarters, which consists of 420 sq. ft. of office space located at 2600 W. Executive Pkwy., Suite
500, Lehi, UT 84043. The terms of our written commercial lease are month to month with monthly rent due of approximately $880.



ITEM
3. LEGAL PROCEEDINGS



From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time
to time that may harm our business.



ITEM
4. MINE SAFETY DISCLOSURES



Not
applicable.



-12-







PART
II



ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



Market
for Our Common Stock



On
March 9, 2018, the trading symbol for our Common Stock changed from “VCAN” to “FRLI” concurrent with the
change of our name to “Frélii, Inc.” Trading is sporadic and irregular and there is no regular trading market.
The following table provides historical trading information. Prices do not reflect retail mark-downs and commissions and may not
reflect actual transactions. The last sale price of the common stock was $1.50 on May 30, 2017.



|Calendar
    Quarter Ended |  | High
    Sales Price* |      |     | Low
    Sales Price* | 
|-------------------------- |  | --------------------- | ---- | --- | -------------------- | 
|                           |  |                       |      |     |                      | 
|                           |  |                       |      |     |                      | 
|December
    31, 2017      |  |                       | 1.50 |     |                      | 
|September
    30, 2017     |  |                       |      | (A) |                      | 
|June 30, 2017              |  |                       | 1.00 |     |                      | 
|March 31,
    2017         |  |                       | 0.20 |     |                      | 
|December 31,
    2016      |  |                       | 0.20 |     |                      | 
|September
    30, 2016     |  |                       | 0.20 |     |                      | 
|June 30, 2016              |  |                       | 0.20 |     |                      | 
|March 31,
    2016         |  |                       | 0.20 |     |                      | 



(A)
No transactions in quarter.



Holders



As
of April 5, 2018, there were 148 stockholders of record of our Common Stock. This number does not include shares held by brokerage
clearing houses, depositories or others in unregistered form.



Dividends



We
have never declared or paid a cash dividend. Any decisions regarding dividends will be made by our board of directors. We currently
intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any
cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject
to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will
depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions
and other factors that the board of directors may deem relevant.



Securities
Authorized for Issuance under Equity Compensation Plans



On
January 18, 2018, our Board of Directors approved the adoption of our 2018 Incentive Stock Option Plan (“ISO Plan”).
The ISO Plan has not yet been approved by our stockholders.



Securities
Authorized for Issuance Under Equity Compensation Plans



See
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, “Securities
Authorized for Issuance Under Equity Compensation Plans”.



-13-







Recent
Sales of Unregistered Securities



Recent
Sales of Unregistered Securities



On
April 5, 2017, Ian Jenkins acquired 1,830,000 shares of common stock of the Company, representing approximately 94.2% of the issued
and outstanding shares of common stock from the previous majority shareholders of the Company. In the same transaction, Mr. Jenkins
also acquired 100 shares of Series A Preferred Stock, representing all of the issued and outstanding shares of Series A Preferred
Stock of the Company. On January 21, 2018, Mr. Jenkins notified the Company of his cancellation of those 100 Series A Preferred
Stock shares effective as of that date. On or about January 31, 2018, Mr. Jenkins cancelled the foregoing 1,830,000 shares of
common stock pursuant to his employment agreement with the Company.



On
April 11, 2017, the Company received $500,000 cash from an accredited arm’s length creditor. In exchange the Company issued
a promissory noted dated April 11, 2017 (the “Convertible Note”). The Convertible Note bears interest at 4% per annum
or 18% in the event of a default. The principal and interest is payable on December 31, 2017 and is convertible into shares of
common stock at a conversion price of $1.00 per share. The Convertible Note also provides for a reduction in the conversion price
of the Convertible Note if the Company issues any common shares at a price less than the conversion price (“a dilutive issuance”).



On
February 22, 2018, the Company issued 500,000 shares of common stock of the Company as a result of the Conversion of the Convertible
Note described above.



On
February 22, 2018, the Company issued 8,000,000 shares of common stock of the Company as a result of the conversion of a certain
Exchange Note.



On
January 31, 2018, the Company’s lead software developer Christopher Dean was issued 7,500,000 shares of common stock of
the Company in exchange for transferring certain intellectual property assets to the Company.



On
January 31, 2018, the Company issued the following management shares:



| | ● | Chief
    Executive Officer and Chief Financial Officer Ian Jenkins was issued 7,500,000 shares in connection with his employment agreement.
    In connection with this issuance, Mr. Jenkins cancelled 1,830,000 shares of common stock he previously held and 100 shares
    of Series A Preferred Stock he acquired in connection with the prior change of control of the Company.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Chief
    Sales Officer Gregory Mongeon was issued 7,500,000 shares of common stock in connection with his employment agreement.                                                                                                                                                                                                                                                      
| | ● | Chief
    Marketing Officer Seth Jones was issued 1,450,000 shares of common stock in connection with his employment agreement.                                                                                                                                                                                                                                                       
| | ● | Chief
    Operating Officer Julia Kline was issued 1,000,000 shares of common stock in connection with her employment agreement; and                                                                                                                                                                                                                                                  
| | ● | Directors
    Tarek Mango and James Spallino were each issued 300,000 shares of common stock in connection with their agreement to serve
    as directors of the Company.                                                                                                                                                                                                             



On
or about March 14, 2018, the Company issued to Mario Norsch Diaz 150,000 shares of Common Stock of the Company at a price of $1.25
per share.



Exemption
from Registration Claimed



All
of the sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities
Act of 1933, as amended (the “1933 Act”). All of the individuals and/or entities listed above that purchased the unregistered
securities were all known to the Company and its management, through pre-existing business relationships. All purchasers were
provided access to all material information, which they requested, and all information necessary to verify such information and
were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities
acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All
certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer
of the certificates or agreements representing such securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition.



-14-







Penny
Stock Rules



Due
to the price of our common stock, as well as the fact that we are not listed on a national securities exchange, our stock is characterized
as “penny stocks” under applicable securities regulations. Our stock will therefore be subject to rules adopted by
the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to
effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain
from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer
with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction.
The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with
such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must
also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such
security is held for the customer’s account. The existence of these rules may have an effect on the price of our stock,
and the willingness of certain brokers to effect transactions in our stock.



Purchases
of Our Equity Securities



No
repurchases of our common stock were made during our fiscal year ended December 31, 2017.



ITEM
6. Selected financial data



Smaller
reporting companies are not required to provide the information required by this item.



-15-







ITEM
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations



The
following management’s discussion and analysis should be read in conjunction with our consolidated financial statements
and the notes thereto and the other financial information appearing elsewhere in this annual report. In addition to historical
information, the following discussion contains certain forward-looking information. See “Special Note Regarding Forward-Looking
Statements” above for certain information concerning those forward looking statements. Our financial statements are prepared
in U.S. dollars and in accordance with U.S. GAAP. References in this Report to a particular “fiscal” year are to our
fiscal year ended on December 31.



Nature
of Operations



The
Company incorporated in the State of Nevada on September 5, 2002, under the name “Bayview Corporation.” From 2005
until 2009, the Company’s business involved research and development of cancer treatment drugs. From July 2009 until May
2011, the Company operated as a real estate services firm, seeking to capitalize on the real estate opportunities resulting from
the dislocation in the credit markets, and by extension, the multifamily housing market, by acquiring, rehabilitating, stabilizing
and selling distressed multifamily properties in the southern United States, predominantly in Texas. On May 26, 2011, the Company
changed its name to Vican Resources, Inc., and changed its business model when it sold the real estate services division and acquired
all of the outstanding shares of Vican Trading, Inc., a Montreal-based purchaser and seller of metals, ores, and other commodities
(hereafter, “Vican Trading”). Upon the acquisition of Vican Trading, there was an implied option for either party
to rescind the original acquisition. During the year that option was exercised and on December 20, 2011, the Company again changed
its business when it unwound the acquisition of Vican Trading and acquired all of the assets of Med Ex Direct, Inc., a Florida-based
provider of management services in respect of the distribution of diabetic supplies, principally to Hispanic patients (hereafter,
“Med Ex Florida”). On March 22, 2012, the Company again changed its business to become an oil & 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 in exchange 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, management modified its business plan to acquire certain
intellectual property assets and engaged a new management team to carry out its new business, which is providing personalized
subscription nutrition and wellness programs through the Company’s new website www.frelii.com.



Results
of operations for the years ended December 31, 2017 and 2016.



Revenues.
For the years ended December 31, 2017 and 2016, net revenues were $nil.



Operating
Expenses.Operating expenses for the year ended December 31, 2017 was $225,892 compared with $183,354, for the year ended
December 31, 2016. The operating expenses, which consist of consultants, marketing costs, and accounting and SEC compliance costs,
were higher for the year ended December 31, 2017 as a result of increased marketing expenses related to digital and print marketing
campaigns.



Other
Income (Expenses).Other income for the year ended December 31, 2017 was $821,384 compared with other expenses of $87,634
for the year ended December 31, 2016. Included in this category is interest expense related to promissory notes issued by the
Company. Additionally, the Company recognized interest income of $14,466 related to the receipt of a promissory note and interest
expense related to the issuance of a convertible note. During the year ended December 31, 2017, the Company recorded a gain on
the settlement of debt in the amount of $886,063. For the year ended December 31, 2017, the Company recognized income of $187,793
as a result of a change in the fair value of an embedded derivative and an expense of $210,638 as a result of accretion expense
of a debt discount on the convertible promissory note. For the year ended December 31, 2016, the Company recognized interest expense
of $87,634.



Net
income for the year ended December 31, 2017, was $595,492 compared to a net loss of $270,988 for the year ended December 31, 2016.



Off-Balance
Sheet Arrangements



We
do not have any off balance sheet arrangements other than a rental agreement for the rental of the corporate premises, that have
or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.



-16-







Liquidity
and Capital Resources



Operations
for the years ended December 31, 2017 and 2016, were primarily funded from proceeds from the issuance of a convertible note in
2017, and from advances from certain parties in 2016.



Subject
to the launch of the pipeline of revenue streams, there is no certainty that we will be successful in generating sufficient cash
flow from operations or achieving and maintaining profitable operations in the future to enable us to meet our obligations as
they come due and consequently continue as a going concern. The Company may require additional funds to further develop our expanded
business plan. The Company may require additional financing this year to fund our operations and is examining possible sources
of funding beyond the existing cash generated from operations. Sales of additional equity securities would result in the dilution
of the interests of existing stockholders. There can be no assurance that financing will be available when required. In the event
that the necessary additional financing is not obtained, the Company would reduce its discretionary overhead costs substantially,
or otherwise curtail operations.



The
Company expects the forgoing, or a combination thereof, to meet our anticipated cash requirements for the next 12 months; however,
these conditions raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements
do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the
amounts and classification of liabilities that may result from the outcome of this uncertainty.



Net
Cash Used in Operating Activities



During
the year ended December 31, 2017, the Company had net cash used in operations of $37,064 compared with $5,831 used in operations
for the year ended December 31, 2016.



Net
Cash Used in Investing Activities



Net
cash used in investing activities was $500,000 (resulting from a loan to Cornerstone Medical Center LLC on April 11, 2017) in
2017 and $0 in 2016.



Net
Cash Provided by Financing Activities



Net
cash provided by financing activities was$537,064 in 2017, primarily the result of proceeds from the issuance of a convertible
note payable on April 11, 2017, and $5,831 in 2016.



Financial
instruments and risk factors



The
Company has exposure to liquidity risk and credit risk. The Company’s risk management objective is to preserve and redeploy
the existing resources as appropriate, ultimately to protect shareholder value. Risk management strategies, as discussed below,
are designed and implemented to ensure the Company’s risks and the related exposure are consistent with the business objectives
and risk tolerance.



-17-







Liquidity
Risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company
manages its liquidity by ensuring that there is sufficient capital to meet short and long-term business requirements, after taking
into account cash requirements from operations and the Company’s holdings of cash and cash equivalents. The Company also
strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise,
as well as to withstand sudden adverse changes in economic circumstances.



Management
forecasts cash flows for its current and subsequent fiscal years to predict future financing requirements. Future requirements
may be met through a combination of credit and access to capital markets. The Company’s requirements are dependent on the
level of operating activity, a large portion of which is discretionary. Should management decide to increase its operating activity,
more funds than what is currently in place would be required. It is not possible to predict whether financing efforts will be
successful or sufficient in the future.



The
following are the maturities, excluding interest payments, reflecting undiscounted future cash disbursements of the Company’s
financial liabilities as of December 31, 2017.



|                                             |  | 2018 |        |  | 2019
    and later |  
|-------------------------------------------- |  | ---- | ------ |  | ------------------ | -
|                                             |  |      |        |  |                    |  
|Accounts
    payable and accrued liabilities |  | $    | 3,339  |  |                    | $
|Advances
    from related parties            |  |      | 37,064 |  |                    | $
|                                             |  | $    | 40,403 |  |                    | $



Credit
risk: Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. As
at December 31, 2017, the Company’s credit risk is primarily attributable to its promissory note receivable and interest
receivable. Credit risk is mitigated as the Company has security over the assets of the promissory note issuer.



Interest
rate risk: Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest
rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk.
The Company’s does not have significant interest rate risk.



Related
Party Transactions



On
April 11, 2017, pursuant to a Security Agreement dated April 11, 2017, the Company paid $495,000 to Cornerstone Medical Center
LLC (“Cornerstone”). In exchange the Company received a $500,000 Secured Promissory Note from Cornerstone (the “Promissory
Note”), dated April 11, 2017. The Promissory Note bears interest at 4% per annum, or 18% in the event of a default under
the Promissory Note. The principal and interest is due on December 31, 2017. The Promissory Note is secured by all the assets
of Cornerstone. The Company is currently in the process of extending the term of the promissory note.



Cornerstone
is owned by Gregory Mongeon, Chief Sales Officer and a director of the Company.



Advances
from related parties, which are all non-interest bearing and due on demand, consist of the following:



|                           |  | December
    31, 2017 |        |  | December
    31, 2016 |  
|-------------------------- |  | --------------------- | ------ |  | --------------------- | -
|Kline
    Law Group P.C.   |  | $                     | 37,064 |  |                       | $
|Cumbria
    Capital, L.P.  |  |                       | -      |  |                       | $
|Kenneth
    I. Denos, P.C. |  |                       | -      |  |                       |  
|John
    D. Thomas, P.C.   |  |                       | -      |  |                       |  
|Total                      |  | $                     | 37,064 |  |                       | $



Subsequent
to the year ended December 31, 2017, the Company entered into an employment agreement with an officer who is related to Kline
Law Group P.C. During the year ended December 31, 2017, the Kline Law Group incurred certain professional services and corporate
and administrative expenses on behalf of the Company. The Company is currently in discussions to convert the balance of the advance
into shares of the common stock of the Company.



During
the year ended December 31, 2017, the Cornerstone Medical Center LLC, an entity owned by a director and officer of the Company
paid certain professional services and corporate and administrative expenses on behalf of the Company.



Cumbria
Capital, L.P. is a Texas limited partnership controlled by Cyrus Boga, director of the Company from December 15, 2011, to May
27, 2014. Through its ownership of 100 shares of the Series A Preferred Stock (10,000,000 votes per share), Cumbria Capital, L.P.
had voting control of the Company.



John
D. Thomas, P.C. is controlled by John D. Thomas, former director of the Company.



In
March 2017, in connection with negotiations relating to the change in control transaction on April 5, 2017 (see Note 11), Cumbria
Capital, L.P., Kenneth I. Denos P.C., and John D. Thomas, P.C. agreed to waive advances payable to them totaling $80,610.



-18-







Off-Balance
Sheet Arrangements



Other
than the rent commitments, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our investors.



Critical
Accounting Policies



Cash
and Cash Equivalents

Cash
Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.



Estimates



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.



Derivative
financial instruments



The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.



The
Company reviews the terms of equity instruments and other financing arrangements, if any, to determine whether there are embedded
derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately
as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding
options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants
may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.



Advertising



The
Company follows the policy of charging the costs of advertising and marketing to expense as incurred. Advertising and marketing
expense is included in operating expenses in the statements of operations. Advertising and marketing expense for the years ended
December 31, 2017 and 2016 was $133,739 and $0, respectively. The increase in advertising and marketing expenses was mainly due
to payments for digital and print marketing campaigns planned for 2018.



Basic
and Diluted Net Income (Loss) Per Share



The
Company follows ASC Topic 260 to account for the earnings per share. Basic earnings (loss) per common share (“EPS”)
calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the year. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted
average number of common shares and dilutive common share equivalents (if dilutive) outstanding.



Income
Taxes



The
Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against
deferred tax assets is recorded, when it is more likely than not that such tax benefits will not be realized.



NEWLY
ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



In
August 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial
Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as
a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a
substantial doubt about the organization’s ability to continue as a going concern. The amendments in this update apply to
all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. There
was no impact on the balance sheets or the statements of operations and comprehensive loss from the adoption of this standard.



Recently
issued accounting pronouncements



In
November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” which requires that
deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component
within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not
anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations.



In
January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial
Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15,
2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful
information. The Company is currently assessing the impact of ASU 2016-01.



-19-









ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk



Smaller
reporting companies are not required to provide the information required by this item.



ITEM
8. Financial Statements and Supplementary Data



Consolidated
Financial Statements



The
financial statements required by this item begin on page F-1 hereof.



ITEM
9. Changes in and Disagreements with Accountants and Accounting and Financial Disclosure



There
have been no changes nor have there been any disagreements with the Company’s auditors.



ITEM
9A. Controls and Procedures



Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures designed to ensure that
information required to be disclosed by us in the reports it files or submitted under the Securities Exchange Act of 1934, as
amended (Exchange Act), is recorded, processed, summarized, and reported within the time periods specified in the rules and forms
of the SEC. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports it files or submitted under the Exchange Act is accumulated and communicated
to management, including the principal executive officer and principal financial officer, or persons performing similar functions,
as appropriate, to allow timely decisions regarding required disclosure. Because of inherent limitations, disclosure controls
and procedures, as well as internal control over financial reporting, may not prevent or detect all inaccurate statements or omissions.



Our
management, with the supervision and participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as of December 31, 2017, were effective such that the information
required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our
management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that
the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.



-20-







Inherent
Limitations Over Internal Controls



Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles
(“GAAP”). Our internal control over financial reporting includes those policies and procedures that:



(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of our assets;



(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of the our management
and directors; and



(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on the financial statements.



Management,
including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or
detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods
are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that
the degree of compliance with the policies or procedures may deteriorate.



Management’s
Annual Report on Internal Control Over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (1992 framework). Based on the Company’s assessment, management has
concluded that its internal control over financial reporting was effective as of December 31, 2017, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.



Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2017, and determined that our controls
and procedures were effective at the reasonable assurance level. This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange
Commission that permits us to provide only management’s report in this annual report.



We
have assessed the effectiveness of our internal control over financial reporting as of December 31, 2017, the period covered by
this Annual Report on Form 10-K, as discussed above. In making this assessment, we used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based
upon this evaluation, our chief executive officer and chief financial officer concludedManagement assessed the effectiveness
of our internal control over financial reporting based on criteria for effective internal control over financial reporting described
in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
as determined to apply to a company our size.



Based
on its assessment, management concluded that we maintained effective internal control over financial reporting as of December
31, 2017.



Changes
in Internal Control Over Financial Reporting



During
the year ended December 31, 2017, there were no changes in our internal controls over financial reporting that materially affected,
or is reasonably likely to have a materially affect, on our internal control over financial reporting.



Item
9B. Other Information



None.



Where
You Can Find More Information



We
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(the “Commission”). Our Commission filings are available to the public over the Internet at the Commission’s
website at http://www.sec.gov. The public may also read and copy any document we file with the Commission at its Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10:00 am to 3:00 pm.
The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. We
maintain a website at http://www. yappn.com (which website is expressly not incorporated by reference into this filing). Information
contained on our website is not part of this report on Form 10-K.



-21-







PART
III



ITEM
10. Directors, Executive Officers and Corporate Governance



Directors
and Executive Officers



The
following table sets forth the names, ages and positions held with respect to each director and executive officer of the Company
as of the date of this Annual Report.



|Name                |  | Age |    |  | Principal
    Position
|------------------- |  | --- | -- |  | ----------------------
|Ian
    Jenkins     |  |     | 34 |  |                       
|Hans
    Jenkins    |  |     | 41 |  |                       
|Gregory
    Mongeon |  |     | 40 |  |                       
|Tarek
    Mango     |  |     | 48 |  |                       
|James
    Spallino  |  |     | 60 |  |                       
|Seth
    Jones      |  |     | 30 |  |                       
|Julia
    Kline     |  |     | 40 |  |                       



Ian
Jenkins, President, Chief Executive Officer, Chief Financial Officer and Director



Ian
Jenkins was appointed to our Board of Directors in April 2017. Mr. Jenkins has over 10 years of experience as a senior executive.
Before developing the business plan recently undertaken by the Company, Mr. Jenkins served as CEO of CodeTech, a Phoenix-based
Med tech company whose technology was acquired by Hospital Corporation of America. Mr. Jenkins also served in key marketing and
product development roles at Systemic Formulas, Inc. and Orn Industries. A background in physiology, technology startups, and
supplement product research and development gives Mr. Jenkins deep knowledge of engineering, producing, and marketing health technology
and nutritional supplements. Mr. Jenkins earned an M.B.A. from Thunderbird School of Global Management, and a B.S. in Physiology
from Utah State University.



Dr.
Gregory Mongeon, Director and Chief Sales Officer



Dr.
Gregory Mongeon was appointed to our Board of Directors in January 2018. A leader in natural health, Dr. Greg Mongeon is a wellness
physician and owner of Cornerstone Medical Center LLC, a functional medicine practice located in Lincoln, Nebraska. Dr. Mongeon’s
background and expertise in clinical nutrition, detoxification therapy, biomechanics, neurology, and functional endocrinology,
enable him to successfully treat many chronic health problems as well as more complex conditions. With a focus on healing the
body at the cellular level, Dr. Mongeon is proficient at diagnosing the hidden root cause(s) of numerous health issues by utilizing
modern diagnostic approaches with research-based laboratory analysis. Dr. Mongeon has specific experience treating autoimmune
diseases, hormonal imbalances, diabetes, thyroid disorders, fibromyalgia, Lyme disease, neurotoxic illnesses, toxic mold or heavy
metal exposure, autism spectrum disorder, ADD/ADHD, fatigue, weight loss resistance issues, and other health related conditions.
Dr. Mongeon also has worked with several elite-level athletes and is the functional medicine doctor for Olympic Gold Medalist
Jordan Burroughs and many other Olympians and high profile clients. Dr. Mongeon is a frequent lecturer at business and health
conferences, and he consults with other physicians around the world. Dr. Mongeon earned a Doctor of Chiropractic (DC) and a B.S.
in Human Biology from Northwestern Health Sciences University in Bloomington, MN, and has completed further training at the Institute
for Functional Medicine.



Dr.
Hans Jenkins



Dr.
Hans Jenkins was appointed to our Board of Directors in March 2018. Dr. Jenkins is highly experienced in developing lifestyle
and nutrition plans for patients seeking to optimize their long-term health through preventative care. His practice prioritizes
preventive health education, medical screenings, and lifestyle modifications to obtain optimal health. Dr. Jenkins graduated from
Weber State University, then earned his Doctor of Osteopathy (D.O.) degree from Arizona College of Osteopathic Medicine. Following
medical school, Dr. Jenkins completed a family medicine internship at John C. Lincoln Hospital in Phoenix, Arizona. An honored
veteran of the United States Air Force, Dr. Jenkins served more than four years as a flight surgeon during Operation Iraqi Freedom
with two deployments to combat zones. Dr. Jenkins completed his family medicine residency program at St. Joseph’s Hospital
in 2011. Dr. Jenkins is the Medical Director and a primary care physician at Orn Total Health in Farmington, Utah.



-22-







Tarek
Mango, Director



Tarek
Mango was appointed to our Board of Directors in January 2018. Mr. Mango is a partner and Managing Director of Mango Enterprises.
After completing his secondary education in the United Kingdom, Mr. Mango earned a bachelor’s degree in Middle East Studies
at the University of Utah, and another bachelor’s degree in International Business at Westminster College. He also holds
an M.B.A. in International Business from Thunderbird, The American Graduate School of Global Management. Mr. Mango has been involved
in international trade and business development for over 20 years. He has successfully consulted for, built, and introduced U.S.
health care-related brands into Middle Eastern, Asian, and European markets. Tarek has been on a number of business advisory boards
pertaining to the Middle East, and a mentor to students in the International Leadership Academy at the University of Utah. He
continues to support and consult on Utah’s business roundtables pertaining to Middle East endeavors, and works with GOED
(Utah Governor’s Office for Economic Development) on matters relating to the Middle East. He has served as Chapter President
of the Thunderbird Alumni Association, Utah Chapter since 2005, and also serves on a number of startup boards in the health care
sector.



James
Spallino, Director



James
(Jim) Spallino was appointed to our Board of Directors in January 2018. Mr. Spallino has over 35 years of experience in the integrative
medical and dental industry as both an entrepreneur and consultant. He was a former principal of Great White Dental Lab, a national
manufacturer of custom lab-created dental products. In addition, Mr. Spallino has served as an investor and advisor to numerous
other early stage companies in the health industry. He currently serves as both Chief Executive Officer and a board member of
Revitin Life Sciences, and as a board advisor to Linek2Pay, a payments processing company.



Seth
Jones, Chief Marketing Officer



Seth
Jones was appointed Chief Marketing Officer in January 2018. Mr. Jones is a marketing strategist and digital media expert. From
2011 to 2017, Mr. Jones served in various senior positions at Devinsupertramp, an extreme sports and adventure video production
company, where he produced and distributed digital content that generated more than 4.5 million subscribers and over 915 million
views on YouTube and over 3.2 million subscribers and over a billion views on Facebook. Mr. Jones is particularly skilled in developing
marketing strategies, producing online marketing content, leveraging social media, and coordinating multi-level marketing campaigns.
While at Devinsupertramp, Mr. Jones and his team were nominated for three Streamy Awards for online videos, and also served as
a judge for the Streamy Awards for the last three years. Seth attended Utah Valley University.



Julia
Kline, Secretary, Chief Operating Officer, and General Counsel



Julia
Kline was appointed Chief Operating Officer in January 2018, and corporate Secretary in March 2018. Ms. Kline has been advising
early-stage public and private companies and investors in the U.S. and China since 2008. From 2008-2011, she advised numerous
public companies at an M&A advisory firm where she worked with mainland China companies, investment banks, and their counsel
to list several companies on U.S. stock exchanges. Ms. Kline has also represented startups in the Boston area, including companies
in the Fintech, robotics, software, web application, and consumer product sectors. Ms. Kline is knowledgeable on corporate and
securities law matters, capital markets, M&A, securities registrations, exempt offerings, and Exchange Act compliance. Ms.
Kline earned her J.D. from Loyola Law School, Los Angeles, and her B.A. (magna cum laude) from George Mason University.
She is a member of the Massachusetts bar.



Appointment
of Executive Officers



Our
executive officers are elected by, and serve at the discretion of, our board of directors.



Board
of Directors



Under
our Bylaws, our board of directors can set the authorized number of directors, provided the number of directors may not be less
than one. We currently have five directors. We believe two of our directors, Tarek Mango and James Spallino, qualify as independent
directors.



Term
of the Board of Directors



Our
board members serve until the next annual meeting of stockholders, or until that member’s successor has been elected. An
election of directors by our shareholders will be determined by a plurality of the votes cast.



Committees
of the Board of Directors



Currently,
our Board of Directors does not have a standing audit, compensation, or nominating/corporate governance committees.



Family
Relationships



One
of our directors, Dr. Hans Jenkins, is the brother of our CEO and Chief Financial Officer Ian Jenkins.



-23-











Involvement
in Certain Legal Proceedings



To
the best of our knowledge, none of our directors or executive officers has, during the past ten years:



|1. | had
    any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either
    at the time of the bankruptcy or within two years prior to that time;                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                         
|2. | been
    convicted in a criminal proceeding or is a named subject to a pending criminal (excluding traffic violations and other minor
    offenses);                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                         
|3. | been
    subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities,
    futures, commodities or banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                         
|4. | been
    found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures
    Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
    suspended, or vacated.                                   



Compliance
with Section 16(a) of the Exchange Act



Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and beneficial owner of more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission statements of ownership
and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file. We believe
that, during fiscal 2017, all of our executive officers, directors and beneficial owner of more than 10% of a registered class
of our equity securities complied with the applicable filing requirements.



In
making these statements, we have relied upon examination of the copies of all Section 16(a) forms provided to us and the written
representations of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity
securities.



Code
of Business Conduct and Ethics



A
Code of Business Conduct and Ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct,
(b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with
applicable laws, rules and regulations, (d) prompt reporting of violations of the code to an appropriate person and (e) accountability
for adherence to the Code. We are not currently subject to any law, rule or regulation requiring that we adopt a Code of Business
Conduct and Ethics. However, the Company is in the process of preparing a code of business conduct and ethics policy.



Committees
of Board of Directors



There
are currently no committees of the Board of Directors. Our board of directors is of the view that it is appropriate for us not
to have a standing nominating, audit or compensation committee because the current size of our board of directors does not facilitate
the establishment of a separate committee. Our board of directors has performed, and will perform adequately, the functions of
any specific committee.



Board
Oversight of Risk



Our
Board of Directors recognizes that, although risk management is a primary responsibility of the Company’s management, the
Board plays a critical role in oversight of risk. The Board, in order to more specifically carry out this responsibility, has
assigned certain task focusing on reviewing different areas including strategic, operational, financial and reporting, compensation,
compliance, corporate governance and other risks to the relevant Board Committees as summarized above. Each Committee then reports
to the full Board ensuring the Board’s full involvement in carrying out its responsibility for risk management.



-24-









ITEM
11. EXECUTIVE COMPENSATION



Persons
Covered



As
of December 31, 2017, there were Named Executive Officers as set forth below:



|Name                 |  | Position                                      
|-------------------- |  | ----------------------------------------------
|Ian
    Jenkins      |  | Chief
    Executive Officer, and Sole Director
|Chene
    Gardner(1) |  | Chief
    Executive Officer and Sole Director 



(1)
Mr. Gardner resigned his positions on April 5, 2017, and was replaced by Ian Jenkins.



The
following table sets forth the compensation arrangements of our executive officers. The amounts in this table do not include normal
and customary fringe benefits such as company car or similar expenses.



SUMMARY
COMPENSATION TABLE

|                                                   
|---------------------------------------------------
|Name
    and Principal Position                    
|                                                   
|Ian
    Jenkins, CEO, CFO                          
|                                                   
|                                                   
|Chene
    C. Gardner                               
|CEO
    and CFO                                    
|                                                   
|Gregory
    Mongeon, Chief Sales Officer           
|                                                   
|                                                   
|Seth
    Jones, Chief Marketing Officer            
|                                                   
|                                                   
|Julia
    Kline, Chief Operating Officer, Secretary
|                                                   



-25-







ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Securities
Authorized for Issuance Under Equity Compensation Plans



On
January 18, 2018, our Board of Directors approved the adoption of our 2018 Incentive Stock Option Plan (“ISO Plan”).
The ISO Plan has not yet been approved by our stockholders.



Security
Ownership of Certain Beneficial Owners and Management



The
following table sets forth information relating to the beneficial ownership of Company common stock as of May 4, 2018 by (i) each
person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of common stock, and (ii) each
of the Company’s directors and executive officers. Unless otherwise noted below, the Company believes that all persons named
in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For
purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days
from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner’s
percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person
(but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.



|Name                                                                                                                                                                         |  | Position                                                          |  | Common
                                         Stock Held |            |     | Percentage
                                         of Class | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------- |  | ---------------------------------------------------------- | ---------- | --- | ------------------------------------------------------------ | 
|Ian
    Jenkins                                                                                                                                                              |  | Chief
    Executive Officer, Chief Financial Officer and Director |  |                                                            | 7,500,000  | (1) |                                                              | 
|Gregory
    Mongeon                                                                                                                                                          |  | Chief
    Sales Officer, Director                                 |  |                                                            | 7,500,000  | (1) |                                                              | 
|Tarek
    Mango                                                                                                                                                              |  | Director                                                          |  |                                                            | 300,000    | (1) |                                                              | 
|Hans
    Jenkins                                                                                                                                                             |  | Director                                                          |  |                                                            | 400,000    | (1) |                                                              | 
|James
    Spallino                                                                                                                                                           |  | Director                                                          |  |                                                            | 300,000    | (1) |                                                              | 
|Seth
    Jones                                                                                                                                                               |  | Chief
    Marketing Officer                                       |  |                                                            | 1,450,000  | (1) |                                                              | 
|Julia
    Kline                                                                                                                                                              |  | Chief
    Operating Officer, Secretary                            |  |                                                            | 1,000,000  | (1) |                                                              | 
|All
                                         officers and directors
                                         as a group (7
                                         persons) |  |                                                                   |  |                                                            | 18,450,000 | (1) |                                                              | 
|Christopher
    Dean                                                                                                                                                         |  | Beneficial
    Owner                                              |  |                                                            | 7,500,000  |     |                                                              | 



Changes
in Control



There
are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent
date result in a change in control of the Company.



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Other
than as noted in Item 7 above, there are no related party transactions.



Promoters
and Certain Control Persons



We
did not have any promoters at any time during the past five fiscal years.



Our
executive officers and directors from time to time may serve on the board of directors or act as executive officers of other companies.
However, none of our executive officers or directors serve as executive officers or directors or on the compensation committee
of another company that has any executive officer serving on our Board of Directors (or Board of Directors acting as the Compensation
Committee).



One
of our directors, Dr. Hans Jenkins, is the brother of our Chief Executive Officer and Chief Financial Officer Ian Jenkins. There
are no other relationships on our Board of Directors (or Board of Directors acting as the Compensation Committee) requiring disclosure
under Item 404 of Regulation S-K.





Director
Independence



We
believe the Company has two independent directors, Mr. Tarek Mango and Mr. James Spallino. Since the Company’s Common Stock
is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ
Stock Market to make this determination.



Under
NASDAQ Listing Rule 5605(a)(2), an “independent director” is a “person other than an officer or employee of
the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director.”



We
do not currently have a separately designated audit, nominating or compensation committee and cannot forecast when we will have
such committees.



-26-









ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



The
following table sets forth fees billed by our independent registered accounting firm Michael T. Studer, CPA, P.C. for the last
two fiscal years:



|Fee
    Category                     |  | December
    31, 2017 |        |  | December
    31, 2016 |  
|------------------------------------ |  | --------------------- | ------ |  | --------------------- | -
|Audit
    Fees and quarterly reviews |  | $                     | 25,000 |  |                       | $
|Audit-Related
    Fees               |  | $                     | —      |  |                       | $
|Tax
    Fees                         |  | $                     | —      |  |                       | $
|All
    Other Fees                   |  | $                     | —      |  |                       | $



Audit
Fees



This
category consists of fees for professional services rendered by our principal independent registered public accountant for the
audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are
normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or
engagements for those fiscal years.



Audit-Related
Fees



This
category consists of fees for assurance and related services by our principal independent registered public accountant that are
reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit
Fees”. The services for the fees disclosed under this category include consultations concerning financial accounting and
reporting standards.



Tax
Fees



This
category consists of fees for professional services rendered by our principal independent registered public accountant for tax
compliance, tax advice, and tax planning.



All
Other Fees



This
category consists of fees for services provided by our principal independent registered public accountant other than the services
described above.



-27-









ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



The
following exhibits are filed as part of this Form 10-K:



|Exhibit
    No. |  | Description                                                                                                                                                              
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                          
|31.1            |  | Certifications
    of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|31.2            |  | Certifications
    of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|32.1            |  | Certifications
    of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.
|32.2            |  | Certifications
    of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.
|101.INS         |  | XBRL
    Instance Document                                                                                                                                               
|101.SCH         |  | XBRL
    Taxonomy Extension Schema Document                                                                                                                              
|101.CAL         |  | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                
|101.DEF         |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                 
|101.LAB         |  | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                      
|101.PRE         |  | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                               



-28-









SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on May 8, 2018.



|                | FRÉLII,
    INC.
|--------------- | ----------------
|                |                 
|May
    9, 2018 | By:             
|                |                 
|                |                 



-29-







FINANCIAL
STATEMENTS



C
O N T E N T S



|Report
    of Independent Registered Public Accounting Firm  | F-1
|------------------------------------------------------------ | ---
|                                                             |    
|Balance
    Sheets                                           | F-2
|                                                             |    
|Statements
    of Operations and Comprehensive Income (Loss) | F-3
|                                                             |    
|Statements
    of Shareholders’ Equity (Deficit)             | F-4
|                                                             |    
|Statements
    of Cash Flows                                 | F-5
|                                                             |    
|Notes
    to the Financial Statements                        | F-6



-30-







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of Frélii, Inc. (formerly Vican Resources, Inc.)



Opinion
on the Financial Statements



I
have audited the accompanying balance sheets of Frélii, Inc. (formerly Vican Resources, Inc.) (the “Company”)
as of December 31, 2017 and 2016 and the related statements of operations and comprehensive income (loss), shareholders’
equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial
statements”). In my opinion, the financial statements present fairly, in all material respects, the financial position of
Frélii, Inc. (formerly Vican Resources, Inc.) as of December 31, 2017 and 2016 and the results of its operations and cash
flows for the years then ended in conformity with accounting principles generally accepted in the United States.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on the
Company’s financial statements based on my audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.



I
conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.
As part of my audit I am required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I
express no such opinion.



My
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. My audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
I believe that my audit provides a reasonable basis for my opinion.



Going
Concern Uncertainty



The
accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 12 to the financial statements, the Company’s present financial situation raises substantial doubt
about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note
12. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|                       | /s/
    Michael T. Studer CPA P.C.
|---------------------- | ----------------------------------
|                       | Michael
    T. Studer CPA P.C.    
|                       |                                   
|Freeport,
    New York |                                   
|May
    8, 2018        |                                   



I
have served as the Company’s auditor since 2015.



F-1







FRÉLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

BALANCE
SHEETS

(Expressed
in US dollars)



|                                                                                                                     |  | December
    31, 2017 |            |   | December
    31, 2016 |  
|-------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ---------- | - | --------------------- | -
|ASSETS                                                                                                               |  |                       |            |   |                       |  
|Current
    assets                                                                                                   |  |                       |            |   |                       |  
|Cash
    and cash equivalents                                                                                        |  | $                     | -          |   |                       | $
|Note
    receivable                                                                                                  |  |                       | 340,640    |   |                       |  
|Interest
    receivable                                                                                              |  |                       | 14,466     |   |                       |  
|Total
    current assets                                                                                             |  |                       | 355,106    |   |                       |  
|Total
    assets                                                                                                     |  | $                     | 355,106    |   |                       | $
|LIABILITIES
    AND SHAREHOLDERS’ EQUITY (DEFICIT)                                                                   |  |                       |            |   |                       |  
|Current
    liabilities                                                                                              |  |                       |            |   |                       |  
|Accounts
    payable and accrued liabilities                                                                         |  | $                     | 3,339      |   |                       | $
|Advances
    from related parties and former related parties                                                         |  |                       | 37,064     |   |                       |  
|Advances
    from third party                                                                                        |  |                       | -          |   |                       |  
|Notes
    payable to former related parties                                                                          |  |                       | -          |   |                       |  
|Total
    current liabilities                                                                                        |  |                       | 40,403     |   |                       |  
|Total
    liabilities                                                                                                |  |                       | 40,403     |   |                       |  
|                                                                                                                     |  |                       |            |   |                       |  
|Shareholders’
    equity (deficit)                                                                                   |  |                       |            |   |                       |  
|Preferred
    Stock, $0.001 par value; 20,000,000 shares authorized:                                                 |  |                       |            |   |                       |  
|Series
    A Preferred Stock, $0.001 par value; 100 (December 31, 2016 - 100) shares issued and outstanding          |  |                       | -          |   |                       |  
|Common
    Stock, $0.001 par value; 2,000,000,000 shares authorized:                                                 |  |                       |            |   |                       |  
|                                                                                                                     |  |                       |            |   |                       |  
|Class
    B Common Stock, $0.001 par value; 10,441,107 (December 31, 2016 - 1,941,107) shares issued and outstanding |  |                       | 10,441     |   |                       |  
|Additional
    paid in capital                                                                                       |  |                       | 3,430,239  |   |                       |  
|Accumulated
    deficit                                                                                              |  |                       | (3,125,977 | ) |                       |  
|Total
    shareholders’ equity (deficit)                                                                             |  |                       | 314,703    |   |                       |  
|Total
    liabilities and shareholders’ equity (deficit)                                                             |  | $                     | 355,106    |   |                       | $



See
accompanying notes to the financial statements.



F-2







FRELII,
INC. (FORMERLY VICAN RESOURCES, INC.)

STATEMENTS
OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Expressed
in US dollars)



|                                                                                                         |  | For
    the year ended December 31, |          
|-------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------
|                                                                                                         |  | 2017                                |          
|                                                                                                         |  |                                     |          
|Net
    revenues                                                                                         |  | $                                   | -        
|Operating
    expenses                                                                                   |  |                                     |          
|Marketing
    expenses incurred by Cornerstone Medical Center LLC relating to Frélii, Inc. business plan |  |                                     | 133,739  
|General
    and administrative expenses                                                                  |  |                                     | 92,153   
|Total
    operating expenses                                                                             |  |                                     | 225,892  
|Loss
    from operations                                                                                 |  |                                     | (225,892 
|Other
    income (expenses)                                                                              |  |                                     |          
|Gain
    on cancellation of liabilities                                                                  |  |                                     | 886,063  
|Interest
    income on note receivable                                                                   |  |                                     | 14,466   
|Change
    in fair value of embedded derivative                                                          |  |                                     | 187,793  
|Accretion
    expense – debt discount                                                                    |  |                                     | (210,638 
|Gain
    on conversion of convertible note payable                                                       |  |                                     | 22,845   
|Interest
    expense on notes payable                                                                    |  |                                     | (79,145  
|Total
    other income (expenses) net                                                                    |  |                                     | 821,384  
|Income
    (loss) before taxes                                                                           |  |                                     | 595,492  
|Income
    tax expense                                                                                   |  |                                     | -        
|Net
    income (loss) and comprehensive income (loss)                                                    |  | $                                   | 595,492  
|                                                                                                         |  |                                     |          
|Net
    income (loss) per common share:                                                                  |  |                                     |          
|Basic                                                                                                    |  | $                                   | 0.25     
|Diluted                                                                                                  |  | $                                   | 0.07     
|Weighted
    average number of common shares outstanding:                                                |  |                                     |          
|Basic                                                                                                    |  |                                     | 2,360,285
|Diluted                                                                                                  |  |                                     | 9,295,902



See
accompanying notes to the financial statements



F-3







FRÉLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

STATEMENTS
OF SHAREHOLDERS’ EQUITY (DEFICIT)

YEARS
ENDED DECEMBER 31, 2017 AND 2016

(Expressed
in US dollars)



|                                                                                               |  | Series
    A Preferred Stock |     |  | Class
    B Common Stock |   |   | Additional           |  |  |            |  |  |                                                          |       
|---------------------------------------------------------------------------------------------- |  | ---------------------------- | --- |  | ------------------------ | - | - | -------------------- |  |  | ---------- |  |  | -------------------------------------------------------- | ------
|                                                                                               |  | Number
    of Shares         |     |  | Amount                   |   |   | Number
    of Shares |  |  | Amount     |  |  | paid
                                         in capital |       
|                                                                                               |  |                              |     |  |                          |   |   |                      |  |  |            |  |  |                                                          |       
|January
    1, 2016                                                                            |  |                              | 100 |  |                          | $ | - |                      |  |  | 1,941,107  |  |  | $                                                        | 1,941 
|Net
    loss                                                                                   |  |                              | -   |  |                          |   | - |                      |  |  | -          |  |  |                                                          | -     
|December 31,
    2016                                                                          |  |                              | 100 |  |                          |   | - |                      |  |  | 1,941,107  |  |  |                                                          | 1,941 
|Issuance
    of common stock in settlement of Convertible Promissory Note and accrued interest |  |                              | -   |  |                          |   | - |                      |  |  | 500,000    |  |  |                                                          | 500   
|Issuance
    of Common Stock in settlement of note payable to former related party             |  |                              | -   |  |                          |   | - |                      |  |  | 8,000,000  |  |  |                                                          | 8,000 
|Net
    income                                                                                 |  |                              | -   |  |                          |   | - |                      |  |  | -          |  |  |                                                          | -     
|December
    31, 2017                                                                          |  |                              | 100 |  |                          | $ | - |                      |  |  | 10,441,107 |  |  | $                                                        | 10,441



See
accompanying notes to the financial statements



F-4







FRÉLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

STATEMENTS
OF CASH FLOWS

(Expressed
in US dollars)



|                                                                                                                                                    |  | For
    the year ended December 31, |          
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------
|                                                                                                                                                    |  | 2017                                |          
|Cash
    flow from operating activities                                                                                                             |  |                                     |          
|Net
    income (loss)                                                                                                                               |  | $                                   | 595,492  
|Adjustments
    to reconcile net loss to net cash used by operating activities:                                                                     |  |                                     |          
|Marketing
    expenses paid by Cornerstone Medical Center LLC                                                                                       |  |                                     | 136,489  
|Gain
    on cancellation of liabilities                                                                                                             |  |                                     | (886,063 
|Gain
    on conversion of convertible note payable                                                                                                  |  |                                     | (22,845  
|Change
    in fair value of embedded derivative                                                                                                     |  |                                     | (187,793 
|Accretion
    expense – debt discounts                                                                                                              |  |                                     | 210,638  
|Interest
    receivable                                                                                                                             |  |                                     | (14,466  
|Changes
    in operating assets and liabilities                                                                                                     |  |                                     |          
|Interest
    payable on notes payable to former related parties                                                                                     |  |                                     | 65,610   
|Interest
    payable on convertible promissory note                                                                                                 |  |                                     | 13,535   
|Accounts
    payable and accrued liabilities                                                                                                        |  |                                     | 52,339   
|Net
    cash used in operating activities                                                                                                           |  |                                     | (37,064  
|Cash
    flow from investing activities                                                                                                             |  |                                     |          
|Loan
    to Cornerstone Medical Center LLC in exchange for secured promissory note dated April 11, 2017                                             |  |                                     | (500,000 
|Net
    cash used in investing activities                                                                                                           |  |                                     | (500,000 
|Cash
    flow from financing activities                                                                                                             |  |                                     |          
|Proceeds
    from issuance of convertible note                                                                                                      |  |                                     | 500,000  
|Proceeds
    from related party advances                                                                                                            |  |                                     | 37,064   
|Net
    cash provided by financing activities                                                                                                       |  |                                     | 537,064  
|Increase
    (decrease) in cash and cash equivalents                                                                                                |  |                                     | -        
|Cash
    and cash equivalents, beginning of period                                                                                                  |  |                                     | -        
|Cash
    and cash equivalents, end of period                                                                                                        |  | $                                   | -        
|                                                                                                                                                    |  |                                     |          
|Cash
    payments for:                                                                                                                              |  |                                     |          
|Interest                                                                                                                                            |  | $                                   | -        
|Income
    taxes                                                                                                                                    |  | $                                   | -        
|                                                                                                                                                    |  |                                     |          
|Non-cash
    investing and financing activities:                                                                                                    |  |                                     |          
|Issuance
    of common stock in settlement of convertible promissory note ($500,000) and accrued interest ($13,535)                                 |  | $                                   | 513,535  
|Issuance
    of common stock in settlement of convertible note payable to former related party ($946,823) and accrued interest ($62,464)            |  | $                                   | 1,009,287
|Payments
    from Cornerstone Medical Center LLC for Company marketing expenses in exchange for reduction in Note Receivable                        |  | $                                   | 136,489  
|Payments
    from Cornerstone Medical Center LLC for Company’s general and administrative expenses in exchange for reduction in Note
    Receivable |  | $                                   | 22,871   





See
accompanying notes to the financial statements



F-5







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016

(Expressed
in US dollars)



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 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, in March 2018.



NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES



Cash
and Cash Equivalents



Cash
Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.
At December 31, 2017 and 2016, the Company had no cash or cash equivalents



Estimates



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.







F-6











FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



Derivative
financial instruments



The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.



The
Company reviews the terms of equity instruments and other financing arrangements, if any, to determine whether there are embedded
derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately
as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding
options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants
may,

depending
on their terms, be accounted for as derivative instrument liabilities, rather than as equity.



Advertising
and Marketing



The
Company follows the policy of charging the costs of advertising and marketing to expense as incurred.



Basic
and Diluted Net Income (Loss) Per Share



The
Company follows Accounting Standards Codification (“ASC”) Topic 260 to account for the earnings per share. Basic earnings
(loss) per common share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average
number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share calculations are determined
by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents (if dilutive)
outstanding.



The
following is a reconciliation of the numerator and denominator we used in our computation of diluted earnings per common share
for the year ended December 31, 2017:



|Numerator:                                                                                                        |  |   |          
|----------------------------------------------------------------------------------------------------------------- |  | - | ---------
|Net
    income                                                                                                    |  | $ | 595,492  
|Add
    interest expense on convertible debt assumed to be converted at later of issuance date or January 1, 2017 |  |   | 75,999   
|                                                                                                                  |  |   |          
|Net
    income available to common shareholders                                                                   |  | $ | 671,491  
|                                                                                                                  |  |   |          
|Denominator:                                                                                                      |  |   |          
|Basic weighted
    average common shares outstanding                                                              |  |   | 2,360,285
|                                                                                                                  |  |   |          
|Add:                                                                                                              |  |   |          
|Convertible
    debt                                                                                              |  |   | 6,935,617
|Diluted
    weighted average common shares outstanding                                                            |  |   | 9,295,902



Income
Taxes



The
Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities
are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against
deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.



F-7







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



NEWLY
ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



In
August 2014, the FASB issued a new financial accounting standard on going concern, ASU No. 2014-15, “Presentation of Financial
Statements – Going Concern (Sub-Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as
a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is a
substantial doubt about the organization’s ability to continue as a going concern. The amendments in this update apply to
all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. There
was no impact on the balance sheets or the statements of operations and comprehensive loss from the adoption of this standard.



Recently
issued accounting pronouncements



In
November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” which requires that
deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component
within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not
anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations.



In
January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial
Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15,
2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful
information. The Company is currently assessing the impact of ASU 2016-01.



NOTE
3 – 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 is 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 2017 as follows:



|Loan
    to Cornerstone on April 11, 2017                                                             |  | $ | 500,000  |  
|----------------------------------------------------------------------------------------------------- |  | - | -------- | -
|Cornerstone
    payments to Unprescribed LLC service providers relating to Frelii, Inc. business plan |  |   | (136,489 | )
|Cornerstone
    payments to Frélii, Inc. service providers                                            |  |   | (22,871  | )
|                                                                                                      |  |   |          |  
|Balance
    at December 31, 2017                                                                      |  | $ | 340,640  |  



On
February 16, 2018, Cornerstone paid the Company $175,000 in partial repayment of the remaining balance of the promissory note.



Cornerstone
is owned by Gregory Mongeon, an officer and director of the Company.



F-8







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



Accounts
payable and accrued liabilities consist of the following:



|                                                                |  | December
    31, 2017 |       |  | December
    31, 2016 |  
|--------------------------------------------------------------- |  | --------------------- | ----- |  | --------------------- | -
|Kenneth
    I. Denos, P.C. – legal services                     |  | $                     | -     |  |                       | $
|Chene
    C. Gardner & Associates, Inc. - accounting services   |  |                       | -     |  |                       |  
|Rent                                                            |  |                       | -     |  |                       |  
|Other
    vendors                                               |  |                       | 3,339 |  |                       |  
|Accrued
    interest on notes payable to former related parties |  |                       | -     |  |                       |  
|                                                                |  |                       |       |  |                       |  
|Total                                                           |  | $                     | 3,339 |  |                       | $



Kenneth
I. Denos, P.C. was the majority common stockholder of the Company and is controlled by Kenneth I. Denos, director of the Company
from December 20, 2011 to May 27, 2014. Under a verbal agreement commencing January 2012, Kenneth I. Denos, P.C. provided legal
services to the Company for accrued compensation of $7,500 per month through February 2017.



Chene
C. Gardner & Associates Inc. is controlled by Chene C. Gardner, Chief Financial Officer of the Company from May 31, 2011 to
May 27, 2014, and sole officer and director of the Company from August 18, 2014 to April 5, 2017. Under a verbal agreement commencing
June 2011, Chene C. Gardner & Associates, Inc. provided accounting services to the Company for accrued compensation of $5,000
per month through February 2017.



In
March 2017, in connection with negotiations relating to the change in control transaction on April 5, 2017 (see Note 1), Kenneth
I. Denos P.C., Chene C. Gardner & Associates, Inc., and 5 other vendors agreed to waive accounts payable due them totaling
$584,110 See Note 10.



NOTE
5 – ADVANCES FROM RELATED PARTY AND FORMER RELATED PARTIES



Advances
from related parties, which are all non-interest bearing and due on demand, consist of the following:



|                           |  | December
    31, 2017 |        |  | December
    31, 2016 |  
|-------------------------- |  | --------------------- | ------ |  | --------------------- | -
|Kline
    Law Group P.C.   |  | $                     | 37,064 |  |                       | $
|Cumbria
    Capital, L.P.  |  |                       | -      |  |                       |  
|Kenneth
    I. Denos, P.C. |  |                       | -      |  |                       |  
|John
    D. Thomas, P.C.   |  |                       | -      |  |                       |  
|Total                      |  | $                     | 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 13).



F-9







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



Cumbria
Capital, L.P. is a Texas limited partnership controlled by Cyrus Boga, director of the Company from December 15, 2011 to May 27,
2014. Through its ownership of 100 shares of the Series A Preferred Stock (10,000,000 votes per share), Cumbria Capital, L.P.
had voting control of the Company.



John
D. Thomas, P.C. is controlled by John D. Thomas, former director of the Company.



In
March 2017, in connection with negotiations relating to the change in control transaction on April 5, 2017 (see Note 1), Cumbria
Capital, L.P., Kenneth I. Denos P.C., and John D. Thomas, P.C. agreed to waive advances payable to them totaling $80,610. See
Note 10.



NOTE
6 – NOTES PAYABLE TO FORMER RELATED PARTIES



Notes
payable to former related parties consist of the following:



|                                                                                                   |  | December
    31, 2017 |   |  | December
    31, 2016 |  
|-------------------------------------------------------------------------------------------------- |  | --------------------- | - |  | --------------------- | -
|Kenneth
    I. Denos, P.C., interest at 10%, due March 29, 2014                                    |  | $                     | - |  |                       | $
|Kenneth
    I. Denos, P.C., interest at 10%, due March 29, 2014                                    |  |                       | - |  |                       |  
|Chene
    C. Gardner & Associates, Inc., interest at 10%, due March 29, 2014                       |  |                       | - |  |                       |  
|Due
    other entities affiliated with Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 |  |                       | - |  |                       |  
|Total                                                                                              |  | $                     | - |  |                       | $



On
February 16, 2017, the promissory notes payable to Kenneth I. Denos, P.C. totaling $714,473 and related accrued interest totaling
$232,350 were exchanged for an 8% Exchange Note in the amount of $946,823. In March 2017, the Exchange Note was assigned to five
investor entities. Effective December 14, 2017 (see Note 9), the Company issued a total of 8,000,000 shares of its Class B Common
Stock to the five investor entities in settlement of the $946,823 Exchange Note and accrued interest of $62,464.



In
March 2017, Chene Gardner & Associates Inc., and other entities associated with Kenneth I. Denos, P.C. agreed to waive and
cancel notes payable of $159,471 and accrued interest of $55,007. See Note 10.



NOTE
7 – CONVERTIBLE PROMISSORY NOTE PAYABLE



On
April 11, 2017, the Company received $500,000 cash from an accredited arm’s length creditor. In exchange, the Company issued
a promissory note dated April 11, 2017 (the “Convertible Note”). The Convertible Note bore interest at 4% annum or
18% in a default. The principal and interest was payable on December 31, 2017, and was convertible into shares of Class B Common
Stock at a conversion rate of $1.00 per share. The Convertible Note also provided for a reduction in the conversion price of the
Convertible Note if the Company issued any common shares at a price less than the conversion price (“a dilutive issuance”).
See Note 8 for additional details.



On
December 14, 2017, the Convertible Note was converted into 500,000 shares of Class B Common Stock of the Company. The foregoing
shares were issued on February 22, 2018. At the date of the conversion, accrued interest under the Convertible Note was $13,535.



For
the year ended December 31, 2017, the Company recognized an expense of $210,638 as a result of the accretion of the debt discount
(see Note 8). Further, as part of the conversion of the Convertible Note, the Company recognized a net gain as a result of the
conversion of $22,845.



F-10







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



NOTE
8 – EMBEDDED DERIVATIVE



The
Convertible Note described in Note 7 contained a variable conversion feature based on a future dilutive issuance as the number
of shares of common stock of the Company was not determinable at the time of issuance. As a result, during the year ended December
31, 2017, the Company recognized the fair value of the embedded conversion feature as an embedded derivative liability. For the
year ended December 31, 2017, $187,793 was recorded as other income in the statement of operations related to the change in fair
value of the embedded derivative during the year.



As
at April 11, 2017, the fair value of the embedded derivative liability was determined to be $210,638 based on a Black-Scholes
valuation. This valuation was based on the following assumptions: a share price of $1.00 per share, a risk-free rate of 0.8%,
a volatility of 130% based on comparable companies and an expected life of 0.72 years.



NOTE
9 - COMMON STOCK AND PREFERRED STOCK TRANSACTIONS



On
December 14, 2017, as described in Note 7, the Company agreed to issue 500,000 shares of Class B Common Stock of the Company because
of the conversion of the Convertible Note. The foregoing shares were issued on February 22, 2018.



On
December 14, 2017, as described in Note 6, the Company agreed to issue 8,000,000 shares of Class B Common Stock of the Company
because of the conversion of the Exchange Note. The foregoing shares were issued on February 22, 2018.



On
April 5, 2017, Ian Jenkins acquired 1,830,000 shares of common stock of the Company, representing approximately 94.2% of the issued
and outstanding shares of common stock from the previous majority shareholders of the Company. Mr. Jenkins also acquired 100 shares
of Series A Preferred Stock, representing all of the issued and outstanding shares of Series A Preferred Stock of the Company.
On or about January 31, 2018, Mr. Jenkins cancelled the foregoing 1,830,000 shares of Common Stock and 100 shares of Series A
Preferred Stock of the Company that he previously held.



F-11







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



NOTE
10 – GAIN ON CANCELLATION OF LIABILITIES



As
discussed in Notes 4, 5 and 6, certain vendors and creditors in March 2017 agreed to waive amounts due them in connection with
negotiations relating to the change in control transaction on April 5, 2017 (see Note 1). The gain on the cancellation of liabilities
of $886,063 consists of:



|                                                                           |  | December
    31, 2017 |        
|-------------------------------------------------------------------------- |  | --------------------- | -------
|Accounts
    payable                                                       |  | $                     | 584,110
|Advances
    from former related parties                                   |  |                       | 80,610 
|Promissory
    notes payable to former related parties                     |  |                       | 159,471
|Interest
    payable on promissory notes payable to former related parties |  |                       | 55,007 
|Advances
    from third party                                              |  |                       | 6,865  
|Total                                                                      |  | $                     | 886,063



NOTE
11 - INCOME TAXES



FASB
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.
This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax
position to determine the amount to recognize in the financial statements. As of December 31, 2017, the Company has no tax positions.



Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.



At
December 31, 2017, the Company had net operating loss carryforwards of approximately $3,126,000 that may be offset against future
taxable income through 2037. No tax benefits have been reported in the financial statements because the potential tax benefits
of the net operating loss carry forwards are offset by a valuation allowance of the same amount.



Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting
purposes are subject to annual limitations. Therefore, net operating loss carryforwards may be limited as to use in the future.



Net
deferred tax assets consist of the following components as of December 31, 2017 and December 31, 2016:



|                                     |  | As
    at December 31, |          |   | As
    at December 31, |  
|------------------------------------ |  | ---------------------- | -------- | - | ---------------------- | -
|                                     |  | 2017                   |          |   | 2016                   |  
|Deferred
    tax assets:             |  |                        |          |   |                        |  
|Net
    operating loss carryforwards |  | $                      | 656,455  |   |                        | $
|                                     |  |                        | 656,455  |   |                        |  
|Valuation
    allowance              |  |                        | (656,455 | ) |                        |  
|Net
    deferred tax assets          |  | $                      | -        |   |                        | $



F-12







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



The
income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of
34% to pretax income for the years ended December 31, 2017 and 2016 due to the following:



|                                                                    |  | For
    the year ended December 31, |         
|------------------------------------------------------------------- |  | ----------------------------------- | --------
|                                                                    |  | 2017                                |         
|Expected
    income tax (benefit) at statutory rates                |  | $                                   | 208,467 
|Non-taxable
    change in fair value of embedded derivative         |  |                                     | (63,850 
|Non-deductible
    accretion of debt discount expense               |  |                                     | 71,617  
|Non-taxable
    gain on conversion of note payable                  |  |                                     | (7,767  
|Re-measurement
    of deferred income tax asset from 34% to 21% (a) |  |                                     | 406,377 
|Change
    in valuation allowance                                   |  |                                     | (608,844
|Provision
    for (benefit from) income taxes                       |  | $                                   | -       



(a)
As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the United States corporate income tax rate is 21% effective
January 1, 2018. Accordingly, we have reduced our deferred income tax asset relating to our net operating loss carry forward (and
the valuation allowance thereon) by $406,377 from $1,062,832 to $656,455 as of December 31, 2017.



All
tax years remain subject to examination by major taxing jurisdictions.



NOTE
12 - 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 December 31, 2017, 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
sheets classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as
a going concern in the normal course of operations. Such adjustments could be material.



F-13







FRéLII,
INC. (FORMERLY VICAN RESOURCES, INC.)

NOTES
TO THE FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2017 AND 2016



NOTE
13 - SUBSEQUENT EVENTS



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.



On
January 19, 2018, the Company entered into employment agreements with Ian Jenkins (Chief Executive Officer and Chief Financial
Officer), Christopher Dean (Chief Technology Officer), Dr. Gregory Mongeon (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.



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.



On
April 4, 2018, the Company issued 150,000 of Class B Common Stock to an investor for $187,500 cash proceeds.



As
of April 30, 2018, the Company had zero shares of preferred stock outstanding and 35,511,107 shares of Class B Common Stock outstanding.



F-14