10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

(Mark One)

☑  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year end December 31, 2017

or

o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to _________

Commission File Number 000-52534

 

PARALLAX HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-4733512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1327 Ocean Avenue, Suite B, Santa Monica, CA	90401
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(310) 899-4442

Copy of all Communications to:

Peter Hogan, Esq.

Buchalter

1000 Wilshire Blvd., Suite 1500

Los Angeles, CA 90017

(213) 891-0700

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.	Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes ☐ No ☑
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 last 90 days.	Yes ☐ No ☑
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).	Yes ☐ No ☑
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.	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 definition 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	☑

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant as of June 30, 2018 was $8,253,020, based on a closing price of $0.1524 for the Common Stock on June 30, 2018, the last business day of the Registrant’s most recently completed second fiscal quarter. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant

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

146,425,660 common shares issued and outstanding as of September 7, 2018

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ending December 31, 2017, is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-K, as originally filed on September 7, 2018.

ITEM 15. EXHIBITS

Exhibits required by Item 601 of Regulation S-B

Exhibit Number	Description of Exhibit	Filing Reference
(100)	XBRL Related Documents
101.INS**	XBRL Instance Document	Filed herewith.
101.SCH**	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Filed herewith. 

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 

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.

	PARALLAX HEALTH SCIENCES, INC.
Dated: September 10, 2018	/s/ Paul R. Arena
	Paul R. Arena
	President, Chief Executive Officer
Dated: September 10, 2018	/s/ Calli R. Bucci
	Calli R. Bucci
	Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: September 10, 2018	/s/ Paul R. Arena
	Paul R. Arena
	President, Chief Executive Officer
Dated: September 10, 2018	/s/ Calli R. Bucci
	Calli R. Bucci
	Chief Financial Officer
Dated: September 10, 2018	/s/ E. William Withrow Jr.
	E. William Withrow Jr.
	Director
Dated: September 10, 2018	/s/ John L. Ogden
	John L. Ogden
	Director
Dated: September 10, 2018	/s/ Nathaniel T. Bradley
	Nathaniel T. Bradley
	Director

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Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2018
Document and Entity Information:
Entity Registrant Name	Parallax Health Sciences, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Entity Central Index Key	0001388410
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	146,425,660
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Entity Public Float		$ 8,253,020
Trading Symbol	prlx

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 2,604	$ 63,363
Accounts receivable, net	44,131	765,785
Rebates receivable		72,030
Inventories		410,148
Employee advances	1,800	11,002
Prepaid expenses	6,884	92,865
Total current assets	55,419	1,415,193
Loans receivable - long-term	169,902	169,902
Property and equipment, net	10,000	39,359
Intangible assets, net	2,298,094	191,727
Goodwill	785,060	785,060
Deposits	22,000	22,750
TOTAL ASSETS	3,340,475	2,623,991
Current liabilities
Accounts payable and accrued expenses	6,027,480	3,974,351
Pension plan contribution payable	12,570	10,822
Notes payable, convertible	741,000
Note payable, related party	185,000	185,000
Related party payables	1,098,774	240,080
Total current liabilities	8,064,824	4,410,253
Long term liabilities
License fee payable, net of unamortized discount	1,890,000	540,000
Royalties payable	1,000,000	200,000
Notes and loans payable, unsecured	95,975	95,975
Note payable, convertible	144,000	144,000
Notes payable, related party, convertible	1,167,254	1,357,254
Notes payable, secured, net of unamortized discount	18,368,066	13,450,390
Total long term liabilities	22,665,295	15,787,619
Total liabilities	30,730,119	20,197,872
Stockholders' deficit
Preferred stock	864	834
Common stock	136,754	107,067
Additional paid in capital-preferred	665,803	515,833
Additional paid in capital-common	5,580,668	1,700,612
Subscriptions receivable	(592)	(1,592)
Accumulated deficit	(33,773,141)	(19,896,635)
Total stockholders' deficit	(27,389,644)	(17,573,881)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 3,340,475	$ 2,623,991

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Consolidated Balance Sheets - Parenthetical - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	863,691	833,691
Preferred stock, shares outstanding	863,691	833,691
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, shares issued	136,754,530	107,066,774
Common Stock, shares outstanding	136,754,530	107,066,774

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income from operations:
Revenue	$ 3,195,144	$ 22,749,087
Cost of sales	3,226,247	19,187,944
Gross profit	(31,103)	3,561,143
Sales, marketing, and pharmacy expenses	660,400	1,825,900
General and administrative expenses	6,426,976	4,882,134
Operating loss	(7,118,479)	(3,146,891)
Other income (expenses)
Impairment loss		(4,016,924)
Discount amortization	(5,450,000)	(5,100,000)
Interest expense, net of interest income	(1,308,027)	(918,044)
Total other income (expenses)	(6,758,027)	(10,034,968)
Net loss	$ (13,876,506)	$ (13,181,859)
Net loss per common share - basic	$ (0.115)	$ (0.116)
Net loss per common share - diluted	$ (0.081)	$ (0.083)
Weighted average common shares outstanding - basic	120,493,618	113,689,042
Weighted average common shares outstanding - diluted	172,353,832	158,497,392

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Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid in Capital, Preferred, Value	Additional Paid in Capital, Common, Value	Deferred Compensation, Value	Subscriptions Receivable, Value	Accuimulated Deficit, Value	Total
Stockholders Equity, Beginning, Value at Dec. 31, 2015	$ 824	$ 120,567	$ 465,843	$ 1,352,228	$ (321,886)	$ (192)	$ (6,714,776)	$ (5,097,392)
Stockholders Equity, Beginning, Shares at Dec. 31, 2015	823,691	120,566,774
Cancellation of common stock, Value		$ (20,000)		20,000
Cancellation of common stock, Shares		(20,000,000)
Issuance of stock for cash, Value	$ 10		49,990					50,000
Issuance of stock for cash, Shares	10,000
Issuance of stock for services, Value		$ 1,500		211,250		(1,500)		211,250
Issuance of stock for services, Shares		1,500,000
Capitalization due to acquisition, Value		$ 5,000		285,000		(5,000)		285,000
Capitalization due to acquisition, Shares		5,000,000
Grant of stock options to employees				7,580	(7,580)
Grant of stock options to consultants				57,460	(57,460)
Amortization of stock options					154,020			154,020
Subscriptions received						5,100		5,100
Net loss							(13,181,859)	(13,181,859)
Period Increase (Decrease), Value	$ 10	$ (13,500)	49,990	581,290	88,980	(1,400)	(13,181,859)	(12,476,489)
Period Increase (Decrease), Shares	10,000	(13,500,000)
Stockholders Equity, Ending, Value at Dec. 31, 2016	$ 834	$ 107,067	515,833	1,933,518	(232,906)	(1,592)	(19,896,635)	(17,573,881)
Stockholders Equity, Ending, Shares at Dec. 31, 2016	833,691	107,066,774
Issuance of stock for cash, Value	$ 30	$ 3,950	149,970	193,550				347,500
Issuance of stock for cash, Shares	30,000	3,950,000
Issuance of stock for services, Value		$ 3,000		747,000		(3,000)		747,000
Issuance of stock for services, Shares		3,000,000
Issuance of stock for debt settlement, Value		$ 2,100		112,900				115,000
Issuance of stock for debt settlement, Shares		2,100,000
Conversion of related party debt, Value		$ 3,906		521,827				525,733
Conversion of related party debt, Shares		3,906,154
Issuance of stock for acquisition of intangible assets, Value		$ 2,500		622,500				625,000
Issuance of stock for acquisition of intangible assets, Shares		2,500,000
Grant of stock options to employees				495,950	(495,950)
Grant of stock options to consultants				1,430,800	(1,430,800)
Grant of stock award for services, Value		$ 13,950		2,835,300	(2,838,500)	(10,250)		500
Grant of stock award for services, Shares		13,950,000
Exercise of stock options-employees, Value		$ 281		67,303				$ 67,584
Exercise of stock options-employees, Shares		281,602						(300,000)
Forfeiture of stock options				(246,985)	246,985
Change in valuation of stock options				(3,983)	3,983
Amortization of stock options					589,678			$ 589,678
Amortization of stock awards					1,028,498			1,028,498
Subscriptions received						14,250		14,250
Net loss							(13,876,506)	(13,876,506)
Period Increase (Decrease), Value	$ 30	$ 29,687	149,970	6,776,162	(2,896,106)	1,000	(13,876,506)	(9,815,763)
Period Increase (Decrease), Shares	30,000	29,687,756
Stockholders Equity, Ending, Value at Dec. 31, 2017	$ 864	$ 136,754	$ 665,803	$ 8,709,680	$ (3,129,012)	$ (592)	$ (33,773,141)	$ (27,389,644)
Stockholders Equity, Ending, Shares at Dec. 31, 2017	863,691	136,754,530

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operations:
Net loss	$ (13,876,506)	$ (13,181,859)
Adjustments to reconcile net loss to net cash used in operating activities:
Deprecation and amortization	345,492	214,194
Impairment Loss		4,016,924
Stock compensation/stock option expense	2,473,510	365,370
Discount amortization	5,450,000	5,100,000
Allowance for bad debt	114,957	77,000
Changes in operating assets and liabilties:
Decrease in trade and other receivables	687,929	969,603
Decrease in inventories	410,148	421,008
Decrease in prepaid expenses	85,981	17,471
Decrease in loans receivable		93,990
Decrease in other assets	750
Increase in accounts payable and accrued expenses	1,983,116	1,179,081
Increase in pension plan contribution payable	1,748	10,822
Increase in related party payables	964,440	291,470
Net cash used by operating activities	(1,358,435)	(424,926)
Cash flows from investing activities:
Purchase of professional equipment		(94,099)
Net cash used by investing activities		(94,099)
Cash flows from financing activities:
Proceeds from notes payable	100,000	100,000
Repayment of notes payable	(194,824)	(735,011)
Proceeds from convertible notes payable	741,000
Proceeds from convertible note payable, related party	300,000	250,000
Proceeds from issuance of preferred shares	150,000	50,000
Proceeds from issuance of common shares	199,000	5,000
Proceeds from issuance of common shares for acquisition of intangible assets	2,500
Net cash provided (used) by financing activities	1,297,676	(330,011)
Net increase (decrease) in cash	(60,759)	(849,036)
Cash - beginning of period	63,363	912,399
Cash - end of period	2,604	63,363
NON-CASH ACTIVITIES
Discounts on long-term liabilities	5,450,000	5,100,000
Conversion of accounts payable into common stock	15,000
Conversion of convertible related party payable to common stock	510,733
Conversion of note payable into common stock	87,500
Conversion of related party payables to non-related party payables	105,746
Issuance of common stock for acquisition of intangible assets	622,500
Acquisition of intangible assets	2,422,500
Liabilities assumed upon acquisition of intangible assets	(1,800,000)
Issuance of common stock for acquisition of subsidiary		285,000
Assets acquired upon acquisition of subsidiary		252,008
Liabilities assumed upon acquisition of subsidiary		(747,068)
Cancellation of common stock		20,000
Subscriptions receivable	(592)	(592)
SUPPLEMENTAL INFORMATION
Interest paid	$ 255,116	$ 244,975

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Overview and Nature of Business

12 Months Ended

Dec. 31, 2017

Notes

Overview and Nature of Business

NOTE 1. OVERVIEW AND NATURE OF BUSINESS

Parallax Health Sciences, Inc. (the “Company”) was incorporated in the State of Nevada on July 6, 2005.  The Company’s principal focus is on personalized patient care through pharmacy services provided by RoxSan Pharmacy, Inc. (“RoxSan”), remote healthcare services provided by Parallax Health Management, Inc. (formerly Qolpom, Inc.) (“PHM”), and eventually through the Parallax Diagnostics Inc.'s medical diagnostic testing platform, which is capable of diagnosing and monitoring several health issues. 

RoxSan Pharmacy, Inc.: Acquisition, Closure, and Bankruptcy

On August 13, 2015, the Company entered into an agreement with RoxSan Pharmacy, Inc., a California corporation, and its sole shareholder, Shahla Melamed, to purchase 100% of the issued and outstanding shares of RoxSan's common stock and its assets and inventory. As a result, effective August 13, 2015, RoxSan became the Company's wholly-owned subsidiary (Note 14).  Concurrently, Mrs. Melamed resigned from all positions within RoxSan, and Mr. J. Michael Redmond was appointed RoxSan's President and Chief Executive Officer, and Ms. Calli R. Bucci its Chief Financial Officer.  Mr. Redmond and Ms. Bucci were also appointed as Chairman and member, respectively, of RoxSan’s board of directors.

On December 22, 2017, RoxSan Pharmacy, Inc. terminated its operations and closed the business location in Beverly Hills, CA.

On May 14, 2018, pursuant to a unanimous resolution of the Boards of Directors of RoxSan Pharmacy, Inc. and Parallax Health Sciences, Inc., RoxSan filed a Chapter 7 petition in the United States Bankruptcy Court for the Central District of California.  Mr. Timothy Yoo was appointed trustee on May 15, 2018.  In connection with this filing, RoxSan seeks to discharge approximately $5 million of liabilities owed to various parties including more than $1 million owed to the Company.

Business Overview

On August 31, 2016(the “Execution Date”), the Company entered into an agreement with Qolpom, Inc., an Arizona corporation (“Qolpom”) and its shareholders (the “Seller”) to purchase 100% of the issued and outstanding shares of Qolpom’s common stock and its assets, inventory and intellectual property.  As a result, effective September 20, 2016, Qolpom became the Company's wholly-owned subsidiary (Note 14) in the remote healthcare monitoring industry (“RCS”).  Pursuant to the Qolpom Agreement, in exchange for 100% of the Qolpom stock and 100% of Qolpom’s assets, inventory and intellectual property, among other things, consideration to the Seller included:

1. 5,000,000 shares of the Company’s common stock; and
2. 2,500,000 options to purchase shares of the Company's common stock, to be granted one year from the Execution Date, and vesting over three (3) years, of which 500,000 shares are exercisable at $0.10, 1,000,000 are exercisable at $0.15, and 1,000,000 are exercisable at $0.25; and
3. 10% of revenues generated from PHM business segment, up to $1,000,000; and 7% thereafter, up to $2,000,000; and
4. 3% of revenues generated from the sale of Qolpom hardware and monitoring service fees.

On January 20, 2017, the Company changed the name of its wholly-owned subsidiary, Qolpom, Inc., to Parallax Health Management, Inc.

On March 22, 2017, the Company formed a wholly-owned subsidiary, Parallax Behavioral Health, Inc. ("PBH"), a Delaware corporation.

On April 26, 2017, pursuant to a resolution of the Board of Directors, the Company, through its wholly-owned subsidiary, Parallax Behavioral Health, Inc., completed the acquisition of 100% of certain intellectual property from ProEventa Inc., a Virginia Corporation (“ProEventa”), in accordance with the Intellectual Property Purchase Agreement between the Company, PBH and ProEventa (the “ProEventa Agreement”). ProEventa has an expertise in the development of behavioral health technologies, and is the wholly-owned subsidiary of Grafton Integrated Health Network, Inc., a non-profit Virginia corporation (“Grafton”), Pursuant to the ProEventa Agreement, consideration to ProEventa for the acquisition of the intellectual property was:

•          a stock purchase agreement to purchase 2,500,000 shares of the Company’s common stock; and

•          a revenue sharing agreement, providing for a cash earn-out to be paid to the ProEventa shareholders of up to $3,000,000, to be derived from certain net revenue generated by the Company, as defined in the agreement; and

•          a royalty agreement, providing for a royalty of 3% of the revenues generated from the intellectual property, ending at such time as Parallax has paid ProEventa $25,000,000; and

•          a limited license to ProEventa for the use of certain of the Intellectual Property's technology at Grafton Schools.

On April 26, 2017, in conjunction with the ProEventa Agreement, the Company entered into a consulting agreement with James Gaynor, founder of ProEventa, that, among other things, provides for consideration to Mr. Gaynor as follows:

•          a stock purchase agreement to purchase 500,000 shares of the Company’s common stock at $0.001 per share; and

•          a grant of options to purchase 1,000,000 shares of the Company's common stock at a price of $0.25 per share, vesting annually over a three (3) year period beginning September 1, 2017.

On July 6, 2017, Mr. J. Michael Redmond was terminated as Chief Executive Officer and President of the Company and resigned as chairman and member of the board of directors, pursuant to his employment agreement.  Effective July 7, 2017, Mr. Paul R. Arena was appointed as Chief Executive Officer and President of the Company and elected as a member of the board of directors.

Business Segments

During 2017, the Company has the following four (4) business segments: Retail Pharmacy Services (RPS), Remote Care Services (RCS), Behavioral Health Services (BHS), and Corporate.

Retail Pharmacy Services (RPS)

RoxSan provides a full range of pharmacy services including retail, compounding and fertility medications. 

RoxSan generates net revenues primarily by dispensing prescription drugs, both through local channels by direct delivery as well as mail order. RoxSan also sells a wide assortment of general merchandise, including over-the-counter drugs, beauty products and cosmetics, seasonal merchandise and convenience foods, through the Company’s pharmacy.  During 2016 and 2017, the pharmacy was fully licensed and qualified to conduct business in over 40 US States. 

Since the Company’s acquisition of RoxSan, the deleterious actions against the pharmacy by the former owner, including, among other things, interference with management and operations, and attempts to damage and/or divert customer and vendor relationships, had a significant adverse impact on the pharmacy. Furthermore, the discovery of the former owner’s alleged involvement in suspected insurance fraud caused RoxSan’s contract with its primary IVF drug rebate program to be terminated in August 2016. As a result, RoxSan was no longer eligible to receive incentive rebates for the majority of its IVF drug purchases, which were key to the profitability of the IVF drug sales; and for which without the rebates, RoxSan was unable to provide its customers with comparably priced IVF drugs.  This, among other things, caused a precipitous drop in RoxSan’s IVF revenues, and ultimate exit from the IVF market in mid-2017.  The total IVF revenues for 2017 and 2016, respectively, were $953,680 and $17,216,036, or 29.8% and 75.7% of total revenues.

Soon thereafter, in July 2017, RoxSan’s contract with its primary drug supplier was terminated for similar reasons connected to the former owner and alleged criminal activities associated with the Melamed family name, despite the Company’s new ownership and management. After careful consideration, the Company determined that RoxSan was unable to generate enough profits to sustain its pharmacy business, and in December 2017, the RPS segment ceased operations.

Remote Care Services (RCS)

PHM provides the healthcare industry’s first comprehensive remote patient monitoring system, which utilizes proprietary software and technology to bridge clinical behavioral science with technology and logistics across a variety of wellness and clinical devices, including both fitness and clinical applications, for payers, providers and clinical professionals.

PHM generates net revenues primarily through the licensing, installation and maintenance of its patented Qolpom Hub, an integrated, secure and scalable platform for collecting, transmitting and analyzing biometric data, as well as the sale of wireless medical devices and home monitoring kits.

Behavioral Health Services (BHS)

In April 2017, the Company, through its wholly-owned subsidiary, Parallax Behavioral Health, Inc., acquired the intellectual property known as REBOOT, the acronym for Reliable Evidence-Based Outcomes Optimization Technologies.  In 2018, the Company rebranded the technology as Intrinsic Code (“Intrinsic Code”), a software platform specifically designed to improve health treatment outcomes using proprietary behavioral technology systems, that enables its users and user groups to more effectively achieve goals within a prescribed timeline. Through a proprietary behavioral health technology, Intrinsic Code powers decision support that can also be delivered securely to any internet connected device. The software can be used by an individual or an organization of any size. 

PBH generates revenues primarily through licensing and subscription of the Intrinsic Code software and systems. As of December 31, 2017, the BHS segment had not yet begun full operations, generating limited test market sales.

Corporate

The Corporate Segment provides management and administrative services to support the Company, and consists of certain aspects of the Company’s executive management, corporate relations, legal, compliance, human resources, and corporate information technology and finance departments.  In addition, the Corporate Segment supports the costs and operating expenses related to the continued development and exploitation of the Company's proprietary medical diagnostic and monitoring platform and processes, which remains the Company's primary focus. 

The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”).  The preparation of financial statements in conformity with GAAP 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 that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going Concern

The Company has incurred losses since inception resulting in an accumulated deficit of $33,773,141, and a working capital deficit of $8,009,405, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms.  There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company will require additional financing in order to proceed with its plan of operations, including approximately $3,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Company’s product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company’s current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue the Company’s planned operations, the Company’s shareholders may lose some or all of their investment and the Company’s business may fail.

The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "Parallax" shall mean Parallax Health Sciences, Inc., and its wholly-owned subsidiaries, Parallax Diagnostics, Inc., RoxSan Pharmacy, Inc., Parallax Health Management, Inc. (formerly Qolpom, Inc.) and Parallax Behavioral Health, Inc., unless otherwise indicated.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Notes

Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements.  These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

The Company’s fiscal year-end is December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Fair Value Hierarchy

The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:

Level 1:           Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2:           Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

Level 3:           Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2017 and 2016, the Company had no cash equivalents.

Fair Value of Financial Instruments

As of December 31, 2017 and 2016, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. See Note 9 for additional information about long-term debt.

There were no outstanding derivative financial instruments as of December 31, 2017 and 2016.

Accounts Receivable

Accounts receivable are stated net of an allowance for doubtful accounts. The accounts receivable balance primarily includes amounts due from third party providers (e.g., pharmacy benefit managers, insurance companies and governmental agencies), as well as customers, vendors and manufacturers.  Charges to bad debt are based on both historical write-offs and specifically identified receivables.

The activity in the allowance for doubtful accounts receivable for the years ended December 31, 2017 and 2016, is as follows:

	December 31, 2017			December 31, 2016
Beginning balance	$	50,000		$	8,412,853
Additions charged to bad debt expense for customer receivables and insurance claims		114,957			77,000
Allowance for doubtful collection of workers compensation claims		––			23,934
Write off of allowance for doubtful collection of customer receivables and insurance claims		(134,957	)		(51,000	)
Write off of allowance for doubtful collection of workers compensation claims		––			(8,402,787	)
Ending balance	$	30,000		$	50,000

Management has determined that the collection of certain revenues relating to workers compensation insurance claims in the amount of $8,402,787, generated between August 2015 and December 2016, cannot be reasonably assured. As a result, an allowance for doubtful collections of these claims was established. At December 31, 2016, management determined that no future collectability is likely, and the uncollectable claims receivable of $8,402,787 and related allowance of $8,402,787, was written off as of December 31, 2016. 

During the years ended December 31, 2017 and 2016, the allowance for doubtful collections of customer receivables and insurance claims not related to workers compensation increased by $114,957 and $77,000 , respectively. 

As of December 31, 2017 and 2016, the allowance for doubtful collections was $30,000 and $50,000, respectively.

Inventory

Inventory is stated at the lower of cost or market. Prescription drug inventories are accounted for using the weighted average cost method. Front store inventories are accounted for on a first-in, first-out basis using the retail inventory method. Physical inventory counts are taken on a regular basis and a continuous cycle count process is the primary procedure used to validate the inventory balances on hand to ensure that the amounts reflected in the accompanying financial statements are properly stated.

Property and Equipment

Property and equipment is comprised of office and computer equipment and software, furniture and fixtures, leasehold improvements, and vehicles, recorded at cost and depreciated using the double declining balance method over the estimated useful lives of 5 to 7 years. Repairs and maintenance costs are charged directly to expense as incurred. Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated. Application development stage costs for significant internally developed software projects are capitalized and depreciated. See Note 5 for additional information about property and equipment.

Intangible Assets

Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 and 20 years. See Note 6 for additional information about intangible assets.

Goodwill and other Indefinitely-lived assets

Goodwill and other indefinitely-lived assets are not amortized, but are subject to impairment reviews annually, or more frequently if necessary.

Due to the Retail Pharmacy segment’s recurring losses and the liquidation of RoxSan in 2018, its goodwill was evaluated for impairment and the entire amount of goodwill of $3,887,818 was written off as of December 31, 2016.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.  When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount.  Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

Due to the Retail Pharmacy segment’s recurring losses and the liquidation of RoxSan in 2018, its long-lived assets were evaluated for impairment.  The Company has determined there is limited recoverability for these assets, and an impairment of property and equipment of $129,106 was recorded as of December 31, 2016.

The Company believes that future projected cash flows are sufficient for the recoverability of the remainder of its long-lived assets, and no other impairment exists.  There can be no assurance, however, that market conditions will not change or demand for the Company’s products and products under development will continue.  Either of these could result in future impairment losses.

Convertible Debt

The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

Net Income (Loss) Per Common Share

Net earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company’s stock options and warrants.

Comprehensive Loss

As at December 31, 2017 and 2016, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Revenue Recognition

Revenue is recognized when: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured.

The Retail Pharmacy recognizes revenue at the time the customer takes possession of the merchandise. Customer returns are not material. Sales taxes are not included in revenue.

Shipping and Handling Costs

The Company includes shipping and handling costs relating to the delivery of products to its locations (freight-in) as costs of sales. Shipping and handling costs, which include third-party shipment providers, postage, messenger and driver salaries and fees relating to the delivery of products to customers, are classified as Selling, Marketing and Pharmacy (“SM&P”) expense. Shipping and handling costs included in SM&P expense were:

	For the years ended
	December 31, 2017		December 31, 2017
Shipping, postage & messenger	$	82,108	$	229,606
Drivers salaries and fees		72,252		113,578
Total shipping and handling costs	$	154,360	$	343,184

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established.

As of December 31, 2017, the Company has not yet filed its 2012 through 2016 annual corporate income tax returns.  Due to the Company’s recurring losses and significant loss carryforward (Note 18), no corporate income taxes are due for these periods.

Stock-Based Compensation

The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recently Adopted Accounting Standards 

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 will be effective for the Company beginning January 1, 2019 with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), Compensation-Stock Compensation. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In April 2016, the FASB issued ASU No. 2016-10 (“ASU 2016-10”), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.  ASU 2016-10 clarifies the accounting for licenses of intellectual property as well as the identification of distinct performance obligations in a contract. ASU 2016-10 will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods. Earlier application is permitted only as of annual periods beginning after December 15, 2016, including interim periods.  The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In May 2016, the FASB issued ASU No. 2016-12 (“ASU 2016-12”), Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 addresses certain issues identified in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. ASU 2016-12 will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods. Earlier application is permitted only as of annual periods beginning after December 15, 2016, including interim periods.  The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on eight specific cash flow issues, for which specific guidance had not previously been provided, with the objective of reducing the existing diversity in practice.  ASU 2016-15 will be effective for the Company for fiscal years beginning after December 15, 2017, and interim periods.  Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16 (“ASU 2016-16”), Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory.  ASU 2016-16 improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. as part of the Board’s initiative to reduce complexity in accounting standards. ASU 2016-16 will be effective for the Company for annual reporting periods beginning after December 15, 2017, and interim periods.  Early adoption is permitted for interim or annual reporting periods for which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-17 (“ASU 2016-17”), Consolidation (Topic 810), Interests Held through Related Parties That Are Under Common Control.  ASU 2016-17 amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods.  Early adoption is permitted.

In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.  ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.  ASU 2017-04 will be effective for the Company for annual periods beginning after December 15, 2019, and interim periods.  Early adoption is permitted for testing performed after January 1, 2017.

Not Yet Adopted:

In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”), Business Combinations (Topic 805), Clarifying the Definition of a Business.  ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.  ASU 2017-01 will be effective for the Company for annual periods beginning after December 15, 2017, and interim periods.  Early adoption is permitted under certain conditions. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In May 2017, the FASB issued ASU No. 2017-09 (“ASU 2017-09”), Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting.  ASU 2017-09 clarifies and reduces both the (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 will be effective for the Company for annual periods beginning after December 15, 2017, and interim periods.  Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

Recently Issued Accounting Standards Updates: 

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

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Accounts Receivable, Net

12 Months Ended

Dec. 31, 2017

Notes

Accounts Receivable, Net

NOTE 3. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consists of the following:

	December 31, 2017			December 31, 2016
Insurance claims receivable	$	24,447		$	603,316
Workers compensation claims receivable		31,236			59,015
Customer receivables		18,418			153,454
Total accounts receivable		74,131			815,785
Less: allowances for doubtful accounts receivable		(30,000	)		(50,000	)
Accounts receivable, net	$	44,131		$	765,785

As of December 31, 2017 and 2016, respectively, the Company was owed $74,131 and $815,785 in accounts receivable, consisting of $24,447 and $603,316 in insurance claims, $31,236 and $59,015 in workers compensation claims, and $18,418 and $153,454 in customer house account charges, for which payment has not yet received.

As of December 31, 2017 and 2016, respectively, $18,418 and $153,454 was owed from customers, consisting of $7,275 and $2,043 in services revenue, $0 and $93,731 in copayments, and $11,143 and $57,680 in charges for prescriptions and other retail purchases made by certain preferred customers, for which the Company provides monthly invoices to and receives regular payments on. 

During the years ended December 31, 2017 and 2016, the allowance for doubtful collections of insurance claims not related to workers compensation increased by $114,957 and $77,000, respectively.  As of December 31, 2017 and 2016, the allowance for doubtful collection of these insurance claims was $30,000 and $50,000, respectively.

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Loans Receivable

12 Months Ended

Dec. 31, 2017

Notes

Loans Receivable

NOTE 4. LOANS RECEIVABLE

As of December 31, 2017 and 2016, loans receivable consists of $169,902 in monies owed to the Company from the former owner of RoxSan Pharmacy.  Included in this amount are monies collected by the former owner for revenues earned subsequent to the closing date of August 13, 2015 (the “Closing Date”), less monies collected by the Company for revenues earned prior the Closing Date; and monies advanced by the Company on behalf of the former owner for expenses incurred prior to the Closing Date, less monies advanced by the former owner on behalf of the Company for expenses incurred subsequent to the Closing Date. 

The amount owed to the Company is being disputed by the former owner and is part of the legal proceedings disclosed in Note 20. The Company is confident that it shall prevail in this matter.

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Property and Equipment

12 Months Ended

Dec. 31, 2017

Notes

Property and Equipment

NOTE 5. PROPERTY AND EQUIPMENT

The following are the components of property and equipment:

	December 31, 2017			December 31, 2016
Appliances	$	4,486		$	7,160
Computer and office equipment		44,442			65,774
Furniture and fixtures		20,213			39,615
Leasehold improvements		18,731			104,357
Software		6,251			6,323
Medical devices and instruments		45,194			45,194
Sub-total		139,317			268,423
Less: accumulated depreciation		(129,317	)		(99,958	)
Less: accumulated impairment losses		––			(129,106	)
Property and equipment, net	$	10,000		$	39,359

Impairment losses for the years ended December 31, 2017 and 2016, was $0 and $129,106, respectively.

Depreciation expense for the years ended December 31, 2017 and 2016, was $29,359 and $42,165, respectively.

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Intangible Assets

12 Months Ended

Dec. 31, 2017

Notes

Intangible Assets

NOTE 6. INTANGIBLE ASSETS

The following are the components of finite-lived intangible assets:

	December 31, 2017			December 31, 2016
Products and processes	$	12,500		$	12,500
Trademarks and patents / technology		377,000			72,500
Customer lists / relationships		280,000			280,000
Non-compete agreement		40,000			40,000
Marketing related		162,400			30,000
Software		1,985,600			––
Sub-total		2,857,500			435,000
Accumulated amortization		(559,406	)		(243,273	)
Intangible assets, net	$	2,298,094		$	191,727

On April 26, 2017, the Company, through its wholly owned subsidiary, Parallax Behavioral Health, Inc., acquired certain intangible assets at a cost of $2,422,500.

Amortization expense for the years ended December 31, 2017 and 2016, was $316,133 and $172,029, respectively.

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Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2017

Notes

Accounts Payable and Accrued Expenses

NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of:

	December 31, 2017			December 31, 2016
Accounts payable-vendors	$	2,021,472	[1]	$	1,457,654
Credit cards payable		443,830			469,186
Factors payable		85,268			459,353
State income taxes payable		37,993			35,393
Payroll taxes payable		1,176,979			564,820
Accrued interest		1,906,516			942,685
Accrued payroll and payroll taxes		355,423			45,260
Total accounts payable and accrued expenses	$	6,027,480		$	3,974,351

[1]   As of December 31, 2017, $105,746 has been reclassified from related party payables to accounts payable, resulting from a change in related parties (Note 10).

Payroll taxes payable includes $300,534 and $105,782 in penalties, and $35,092 and $2,118 in interest, related to unpaid payroll taxes as of December 31, 2017 and 2016, respectively.

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Pension Plan

12 Months Ended

Dec. 31, 2017

Notes

Pension Plan

NOTE 8. PENSION PLAN

On June 1, 2016, the Company, through its wholly-owned subsidiary, RoxSan Pharmacy, Inc. (the “Plan Sponsor”), adopted the RoxSan Pharmacy Inc. Profit Sharing Plan (the “Plan”).  The Plan is available to all RoxSan employees employed over three (3) months. Participants may make voluntary contributions, subject to plan limitations.  The Plan Sponsor provides matching contributions up to 4%, subject to plan limitations.  All contributions vest immediately.  For the years ended December 31, 2017 and 2016, respectively, the Plan Sponsor contributed $24,172 and $37,715 to the Plan.  As of December 31, 2017 and 2016, respectively, contributions in the amount of $12,570 and $10,822 are payable.

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Notes and Loans Payable

12 Months Ended

Dec. 31, 2017

Notes

Notes and Loans Payable

NOTE 9. NOTES AND LOANS PAYABLE

Notes and loans payable consists of the following:

	December 31, 2017			December 31, 2016
Short-term:
Notes payable, convertible	$	741,000		$	––
Total short-term notes payable		741,000			––
Long-term:
Notes and loans payable, unsecured
Loans payable		11,900			11,900
Notes payable		84,075			84,075
Total notes and loans payable, unsecured		95,975			95,975
Note payable, convertible		144,000			144,000
Notes payable, secured, net of unamortized discount:
Note payable-merchant		974,826			1,095,920
Note payable-bank		38,240			99,470
Note payable		20,500,000			20,500,000
Less: unamortized discount		(3,145,000	)		(8,245,000	)
Note payable, net of unamortized discount		17,355,000			12,255,000
Total notes payable, secured, net of unamortized discount		18,368,066			13,450,390
Total long-term notes and loans payable		18,608,041			13,690,365
Total notes and loans payable	$	19,349,041		$	13,690,365

Between July 14, 2017 to October 23, 2017, the Company issued convertible promissory notes (“Convertible Notes”) to twenty-two (22) accredited investors (“Investor Group A”) for financing in the aggregate amount of $741,000.  The Convertible Notes include interest at a rate of 10% per annum, mature in one (1) year, and are convertible into restricted shares of the Company’s common stock at a conversion rate of $0.10 per share.  The common shares were issued with 50% warrant coverage for a period of three (3) years at an exercise price of $0.25 per common share (Note 13). During the year ended December 31, 2017, interest in the amount of $26,840 was expensed.  As of December 31, 2017, a total of $26,840 in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet.

On August 7, 2017, the Company, through its wholly-owned subsidiary, RoxSan Pharmacy, Inc., entered into an Inventory Security Agreement (the “Agreement”) to be provided with financing in the amount of $100,000 to purchase inventory (the “Loan Amount”).  The Loan Amount is secured by the Company’s physical inventory, and provides for repayment over an eight (8) month period in equal monthly installments of $12,500.  In lieu of interest, the Company issued 800,000 warrants to purchase Parallax common stock for a term of three (3) years at an exercise price of $0.10 per share. During the year ended December 31, 2017, principal payments in the amount of $12,500 were made.  On December 4, 2017, the principal balance of $87,500 and interest in the amount of $12,500 was converted into 2,000,000 shares of the Company’s restricted common stock at a rate of $0.05 per share. 

As of December 31, 2017 and 2016, long-term non-related party loans and promissory notes in the aggregate sum of $95,975 are owed by the Company.  The loans in the amount of $11,900 were for overhead requirements, and are unsecured and non-interest bearing.  The notes in the amount of $84,075 bear interest a rate of 8% to 10% per annum, are unsecured, and are payable upon demand.  As of December 31, 2017, no demand has been made.  During the years ended December 31, 2017 and 2016, respectively, interest in the amount of $7,300 and $7,320 was expensed. As of December 31, 2017 and 2016, respectively, a total of $51,432 and $44,132 in interest has been accrued and is included as an accrued expense on the accompanying consolidated balance sheet.

Non-related party convertible notes payable consist of the following:

Note Holder	Principal		APR	Accrued Interest		Conversion Price		Term/Due
The Kasper Group, Ltd.	$	144,000	7%	$	60,507	$0.10	[1]	10/01/2019	[1]
Investor Group A		741,000	10%		26,840	$0.10		07/2020-09/2020
	$	885,000		$	87,347
[1] On July 31, 2018, the note was modified 1) to extend the note’s maturity to October 1, 2019, and 2) to change the conversion price from $0.25 to $0.10 per share.

As of December 31, 2017 and 2016, a non-related party convertible promissory note in the amount of $144,000 is owed by the Company. The unsecured note bears interest at a rate of 7% per annum, was due by January 1, 2015, and contains a repayment provision to convert the debt into shares of the Company's common stock at a rate of $0.25 per share.[1]  As of December 31, 2017, no demand for payment or conversion has been made. During the years ended December 31, 2017 and 2016, respectively, interest in the amount of $10,080 and $10,107 was expensed.  As of December 31, 2017 and 2016, respectively, a total of $60,507 and $50,427 in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet.

On August 13, 2015, the Company issued a secured promissory note in the amount of $20.5 million in connection with the acquisition of RoxSan Pharmacy, Inc.  The note bears interest at a rate of 6% per annum, and matures August 13, 2018 ("Maturity").  Management has determined that the note issued does not fairly represent the fair market value for the related acquisition at the date of purchase.  As a result, a discount of $15,300,000, representing the difference between the face value and the estimated fair market value of the note has been recorded. During the years ended December 31, 2017 and 2016, respectively, the Company expensed $5,100,000 and $5,100,000 in discount amortization.  As of December 31, 2017 and 2016, respectively, $3,145,000 and $8,245,000 in unamortized discount remains, to be amortized over the next 8 months, to the note's maturity.  During the years ended December 31, 2017 and 2016, respectively, interest in the amount of $876,214 and $607,398 has been expensed. As of December 31, 2017 and 2016, respectively, a total of $1,585,314 and $709,100, in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet. The Company is currently in litigation with the note holder/former owner of RoxSan, and is also evaluating this liability in connection with RoxSan’s Chapter 7 petition filed in May 2018 (Note 20).

On October 9, 2015, the Company, through its wholly-owned subsidiary, RoxSan, entered into a Business Loan and Security Agreement (the "Loan") with American Express, FSB, in the principal sum of $2,000,000.  The Loan includes interest in the form of a flat fee of $240,000, or 6% per annum, to be amortized over twenty-four (24) months, to the Loan's maturity.  Payments of principal and interest are made through collection of merchant funds received by the Company for customer purchases paid with the American Express credit card.  During the years ended December 31, 2017 and 2016, respectively, payments totaling $216,901 and $854,481, representing $121,094 and $734,481 in principal and $95,807 and $120,000 in interest, have been made. As of December 31, 2017 and 2016, respectively, principal of $974,826 and $1,095,920, and unamortized loan fees of $0 and $95,807 remained.

On February 11, 2016, the Company was advanced $100,000 from a line of credit (“LOC”) with Bank of America.  The LOC bore interest at a rate of between 6.06% and 6.31% per annum, variable upon Prime Rate fluctuations.  During 2017 and 2016, respectively, principal payments on the LOC in the amount of $50,028 and $530 were made. On April 11, 2017, the Company converted the unpaid balance of the LOC to a term loan in the principal sum of $49,442 (the “Loan).  The Loan bears interest at a rate of 6.23%, with monthly payments of principal and interest in the amount of $2,020, for a period of twenty-seven (27) months, maturing July 17, 2019.  During the year ended December 31, 2017, principal payments on the Loan in the amount of $11,202 were made. An aggregate of $61,230 and $530 in principal and $4,028 and $4,693 in interest was paid on the LOC and the Loan during the and December 31, 2017 and 2016, respectively. As of  December 31, 2017 and 2016, respectively, principal of $38,240 and $99,470 remained.

The future maturities of long-term notes payable are summarized as follows:

Year	Principal
2018		21,558,901	[2]
2019		182,240
	$	21,741,141

[2] Includes notes payable on demand in the amount of $84,075, and $974,826 owed to American Express, in default.

During the years ended December 31, 2017 and 2016, respectively, interest on non-related party notes and loans payable in the amount of $920,434 and $749,518 has been expensed.  As at December 31, 2017 and 2016, respectively, a total of $1,724,093 and $803,659 in interest has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets.

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Related Party Transactions

12 Months Ended

Dec. 31, 2017

Notes

Related Party Transactions

NOTE 10. RELATED PARTY TRANSACTIONS

Related party transactions consist of the following:

	December 31, 2017			December 31, 2016
Related party payables
Accrued compensation	$	927,144	[1]	$	198,700
Cash advances		171,630	[1]		41,380
Total related party payables		1,098,774			240,080
Note payable, related party		185,000			185,000
Notes payable, related party, convertible		1,167,254			1,357,254
Total notes payable		1,352,254			1,542,254
Total related party transactions	$	2,451,028		$	1,782,334

[1] As of January 1, 2017, Mr. Dave Engert, former Executive Chairman of the board of directors, is no longer a related party.  As a result, related party payables has been reduced by $105,746, representing $105,000 in accrued compensation and $746 in cash advances. As of December 31, 2017, $105,746 is included as part of accounts payable (Note 7) on the accompanying consolidated balance sheets. See Note 19 for additional information and legal proceedings related to Mr. Engert.

As at December 31, 2017 and 2016, respectively, related parties are due a total of $2,451,028 and $1,782,334, consisting of $927,144 and $198,700 in accrued compensation owed to officers; $171,630 and $41,380 in cash advances from officers and beneficial owners to the Company for operating expenses; and $1,352.254 and $1,542,254 in related party notes payable, of which $1,167,254 and $1,357,254 contain conversion features.

On January 23, 2017, in connection with a certain subscription agreement, the Company issued 30,000 shares of its Series B preferred Stock at $5.00 per share to a related party, for cash in the amount of $150,000 (Note 11).

On March 16, 2017, in connection with a related party convertible promissory note in the amount of $250,000 and accrued interest of $7,954, of which $6,422 and $1,532 was expensed during the years ended December 31, 2017 and 2016, respectively, the Company issued 1,228,346 shares of its restricted common stock at a conversion rate of $0.21 per share (Note 12).

On May 18, 2017, in connection with a related party convertible promissory note in the amount of $200,000 and accrued interest of $27,781, of which $3,781 and $24,000 was expensed during the years ended December 31, 2017 and 2016, respectively, the Company issued 2,277,808 shares of its restricted common stock at a conversion rate of $0.10 per share (Note 12). 

On September 11, 2017, in connection with a related party convertible promissory note in the amount of $331,100, the note holder elected to convert a portion of the principal in the amount of $40,000.  As a result,  the Company issued 400,000 shares of its restricted common stock at a conversion rate of $0.10 per share (Note 12), and the principal balance of the note was reduced to $291,100.

Related party convertible notes payable consist of the following:

Note Holder	Principal		APR	Accrued Interest		Conversion Price	Term/Due
J. Michael Redmond, President (former)	$	576,154	5%	$	90,743	$0.10	07/31/2017
Huntington Chase, Beneficial Owner		291,100	7%		54,480	$0.10	12/31/2015
AvantGarde, LLC, Beneficial Owner		250,000	12.5%		21,319	$0.20	04/26/2018	[2]
Hamburg Investment Co., Beneficial Owner		50,000	12.5%		4,058	$0.20	05/08/2018	[2]
Total	$	1,167,254		$	170,600

[2]   Upon maturity, the note was extended and amended.  See Note 19 for additional information.

On April 26, 2017, the Company issued a subordinate secured convertible promissory note in the principal sum of $250,000.  The note bears interest at a rate of 12.5% per annum, is for a term of twelve (12) months, and contains a repayment provision to convert the principal into restricted shares of the Company’s common stock at a price of $0.20 per share.  The note is secured by 1,500,000 shares of the Company’s restricted common stock. During the year ended December 31, 2017, interest in the amount of $21,319 was expensed.  As of December 31, 2017, a total of $21,319 in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet.

On May 8, 2017, the Company issued a subordinate secured convertible promissory note in the principal sum of $50,000.  The note bears interest at a rate of 12.5% per annum, is for a term of twelve (12) months, and contains a repayment provision to convert the principal into restricted shares of the Company’s common stock at a price of $0.20 per share.  The note is secured by 250,000 shares of the Company’s restricted common stock. During the year ended December 31, 2017, interest in the amount of $4,058 was expensed.  As of December 31, 2017, a total of $4,058 in interest has been accrued, and is included as an accrued expense on the accompanying consolidated balance sheet.

As of December 31, 2017, the Company has convertible promissory notes issued to its principals in the aggregate sum of $1,167,254, representing cash loans and unpaid compensation.  The notes bear interest at a rate of between 5% to 12.5% per annum, mature between December 31, 2015 to May 8, 2018, and contain repayment provisions to convert the debt into the Company’s common stock at a price of between $0.10 to $0.20 per share. The conversion price of $0.10 resulted in a beneficial conversion feature.  As a result, the difference between the conversion rate and the market rate in the aggregate of $473,494 was classified as discounts on the notes, and was fully expensed in prior years. During the years December 31, 2017 and 2016, respectively, interest in the amount of $76,511 and $63,686 was expensed, of which $16,833 and $35,130 was paid to the note holders in cash.  As of December 31, 2017, and December 31, 2016, respectively, a total of $170,600 and $136,453 in interest has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets.

On September 14, 2016 and November 22, 2016, the Company, through its wholly-owned subsidiary, RoxSan, issued promissory notes to J. Michael Redmond in the principal amount of $182,000 and $15,000, respectively, for cash loans made to RoxSan for overhead requirements.  The notes, in the principal sum of $197,000, bear interest at a rate of 5% per annum and matured October 14, 2016 and November 29, 2016.  During the years ended December 31, 2017 and 2016, respectively, principal reductions were made in the aggregate of $0 and $12,000, and interest in the aggregate of $9,250 and $2,573 was expensed.  As of December 31, 2017 and 2016, respectively, an aggregate of principal in the amount of $185,000 remains, and interest in the amount of $11,823 and $2,573 has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets.

On January 31, 2017, the Company’s wholly-owned subsidiary, RoxSan Pharmacy, Inc. issued a secured promissory note to Parallax Health Sciences, Inc. along with a Pledge and Security Agreement and Note Agreement of the same date, for funding, up to $2,000,000, to be disbursed to RoxSan upon request (the “Principal”).  The note bears interest at a rate of 3% per annum, is for a term of five (5) years, and is secured by all of RoxSan’s unencumbered assets.  Repayment of the Principal is to be made to Parallax in installments of up to $400,000 at the end of year 3; $400,001 up to $1,000,000 by the end of year 4; and the remainder of any unpaid Principal at the end of year 5, along with all accrued interest.  As of December 31, 2017, principal in the amount of $1,153,395 has been disbursed, and interest in the amount of $10,395 has been accrued.

On August 13, 2015, concurrent with the Company’s acquisition of RoxSan Pharmacy, the Company entered into an Employment Agreement between RoxSan and J. Michael Redmond, for Mr. Redmond to serve as RoxSan’s President and Chief Executive Officer. The agreement replaced any other written agreement with the Company, was for a term of three (3) years, and included annual compensation of $295,000 in year 1; $325,000 in year 2; and $350,000 in year 3, as well as a bonus plan contingent upon the Company's sales performance and customary employee benefits.  In addition, the agreement provided for options granted to purchase for 2,000,000 shares of the Company's common stock at an exercise price of $0.05 per share.  The options were for a period of five (5) years, and vest quarterly over a three (3) year period.  On July 6, 2017, the Company terminated the agreement and caused the removal of Mr. Redmond.  See Note 20 for additional information and legal proceedings related to Mr. Redmond.

On August 13, 2015, the Company entered into an Employment Agreement between RoxSan and its Chief Financial Officer.  The agreement replaces any other written agreement with the Company, is for a term of three (3) years, and includes annual compensation of $165,000 in year 1; $190,000 in year 2; and $215,000 in year 3, as well as a bonus plan contingent upon the Company's sales performance, and customary employee benefits.  In addition, the agreement provides for options granted to purchase 1,500,000 shares of the Company's common stock at an exercise price of $0.05 per share. The options are for a period of five (5) years, and vest quarterly over a three (3) year period.

On October 2, 2015, the Company through its wholly-owned subsidiary, RoxSan, entered into a Consulting Agreement with Huntington Chase Financial Group, LLC, whose principal is a related party. The agreement replaces any other written agreement with the Company, is for a term of three (3) years, and includes monthly compensation of $20,000 and customary expense allowances. 

On October 19, 2015, the Company engaged John L. Ogden, a related party, to serve as the trustee for the RoxSan Pharmacy, Inc. Pension and Profit-Sharing Plans.  For his services, the Company agreed to pay Mr. Ogden $6,000 per month.

On January 1, 2017, the Company, through its wholly-owned subsidiary, Parallax Health Management, Inc. (formerly Qolpom, Inc.) entered into an Employment Agreement with Mr. Nathaniel T. Bradley, the President of Parallax Health Management, Inc. The agreement is for a term of three (3) years, and includes annual compensation of $150,000, as well as a bonus plan contingent upon the Company's performance, and customary employee benefits.  In addition, the agreement provides for a non-refundable, fully-vested signing bonus of $50,000. Effective August 1, 2017, the Employment Agreement was superseded by a new agreement which was executed on November 30, 2017, and replaces any other employment agreement between Mr. Bradley and the Company or any of its subsidiaries.  The agreement is for an initial term of three (3) years, and provides annual compensation for Mr. Bradley to serve as the Company’s Chief Technology Officer (“CTO”), as well as CTO of Parallax Health Management, Inc. and Parallax Behavioral Health, Inc., in the aggregate of $222,000 year one, $265,000 in year two and $320,000 in year three, as well as various performance bonuses, and customary employee benefits. In addition, the agreement provides for a grant to purchase 3,000,000 restricted common shares at $0.001 per share, with 100% vesting immediately, as well as options granted to purchase 1,000,000 shares of the Company's common stock at a price of $0.25 per share.  The options are for a period of five (5) years, and vest annually over a three (3) year period, with an initial vesting of 25%. 

On July 7, 2017, the Company entered into an Executive Employment Agreement (the “Agreement”) with Mr. Paul R. Arena to serve as the Company’s President and Chief Executive Officer for a period of three (3) years.  As compensation for his services, the Agreement provides for a base compensation of $350,000 in year one, of which 30% shall be deferred until certain goals are met, $425,000 in year two, and $550,000 in year three, as well as annual bonus compensation equal to 2x base when certain Company earnings are reached.  In addition, the Agreement includes a grant to purchase 10,000,000 restricted common shares at $0.001 per share, of which 25% vests immediately; 25% vests in one year; 25% vests after two years; and 25% vests when certain funding goals have been met. The Agreement also includes the grant of 5,000,000 stock options at an exercise price of $0.25 per share.  The options are exercisable for a period of five (5) years, and vest when certain market share prices of the Company’s common stock are met. 

During the years ended December 31, 2017 and 2016, respectively, interest on related party notes payable in the amount of $95,962 and $66,259 was expensed. As of December 31, 2017 and 2016, respectively, a total of $182,422 and $139,026 in interest has been accrued and is included as part of accrued expenses on the accompanying consolidated balance sheets.

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Convertible Preferred Stock

12 Months Ended

Dec. 31, 2017

Notes

Convertible Preferred Stock

NOTE 11: CONVERTIBLE PREFERRED STOCK

The total number of authorized shares of preferred stock that may be issued by the Company is 10,000,000 with a par value of $0.001 per share. As of December 31, 2017 and 2016, respectively, the Company had 863,691 and 833,691 shares of preferred stock issued and outstanding.

On December 2, 2016, pursuant to a subscription agreement, the Company issued 10,000 shares of its Series B preferred stock at $5 per share, for cash in the amount of $50,000.  As a result, $49,990 was recorded to paid in capital.

On January 23, 2017, in connection with a certain subscription agreement, the Company issued 30,000 shares of its Series B preferred Stock at $5 per share to a related party, for cash in the amount of $150,000. As a result, $149,970 was recorded to paid in capital. 

The holders of the Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of Preferred Stock could be converted. All preferred shares are convertible into the Company’s common stock at a rate of 20 shares of common stock for each preferred share held.  Series B preferred shares were issued with 50% warrant coverage for a period of two (2) years, to purchase shares of the Company's common stock at a price of $0.75 per share.(Note 13).  The number of shares of common stock underlying the warrants and the exercise price are subject to adjustment upon certain events. The outstanding shares of Preferred Stock automatically convert into common stock upon the election of the holders of a majority of the then outstanding shares of Preferred Stock. Dividends are payable semi-annually on the Company’s Series A preferred stock at a rate of 7% per annum, and 10% per annum on Series B preferred stock.  Dividends may be paid in kind, at the option of the Company, to the extent that if the Company is not legally permitted to distribute cash dividends, it shall pay dividends in the form of preferred shares equal to the amount of the dividend. No dividends have been declared on the Company’s preferred stock. In the event of any liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily, each holder of Preferred Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the original issue price plus all declared but unpaid dividends.

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Common Stock

12 Months Ended

Dec. 31, 2017

Notes

Common Stock

NOTE 12. COMMON STOCK

The total number of authorized shares of common stock that may be issued by the Company is 250,000,000 with a par value of $0.001 per share.  As of December 31, 2017 and 2016, respectively, the Company had 136,734,530 and 107,066,774 common shares issued and outstanding.

On July 28, 2016, -20,000,000 shares of the Company's common stock held by three (3) shareholders were cancelled and returned to treasury. As a result, $20,000 was recorded as paid in capital.

On July 30, 2016, in connection with certain consulting agreements, the Company issued 250,000 shares of its restricted common stock for $0.001 per share.  The shares, valued at $6,750 were issued for cash in the amount of $250.  As a result, $6,500 was recorded to paid in capital.

On September 23, 2016, in connection with the acquisition of PHM (Note 14), the Company issued 5,000,000 shares of its restricted common stock for $0.001 per share.  The shares, valued at $225,000, were issued for cash in the amount of $5,000.  As a result, $220,000 was recorded to paid in capital.

On September 25, 2016, in connection with a certain consulting agreement (Note 15), the Company issued 250,000 shares of its restricted common stock for $0.001 per share.  The shares, valued at $16,000 were issued for cash in the amount of $250.  As a result, $15,750 was recorded to paid in capital.

On December 5, 2016, in connection with legal services provided to the Company, the Company issued 1,000,000 shares of its restricted common stock to two (2) of the Company's legal representatives.  The shares, valued at $190,000 were issued for cash in the amount of $1,000.  As a result, $189,000 was recorded to paid in capital.

On March 16, 2017, in connection with a certain related party convertible promissory note in the amount of $250,000 and accrued interest of $7,954, the Company issued 1,228,346 shares of its restricted common stock at a conversion rate of $0.21 per share.  As a result, $256,724 was recorded to paid in capital.

On May 17, 2017, in connection with the ProEventa Agreement dated April 26, 2017, the Company issued 2,500,000 shares of its restricted common stock. The shares, valued at $625,000, were issued for cash in the amount of $2,500.  As a result, $622,500 was recorded to paid in capital.

On May 17, 2017, in connection with a certain consulting agreement dated April 26, 2017, the Company issued 500,000 shares of its restricted common stock to the consultant for cash in the amount of $500, for services to be provided over a thirty-six (36) month period.  The shares were valued at $125,000, of which $124,500 was recorded to paid in capital, $27,664 was expensed, and $96,836 was deferred, to be amortized over the next thirty-five (35) months.

On May 18, 2017, in connection with a certain related party convertible debt in the amount of $200,000 and accrued interest of $27,781, the Company issued 2,277,808 shares of its restricted common stock at a conversion rate of $0.10 per share.  As a result, $225,503 was recorded to paid in capital.

On June 2, 2017, in connection with the exercise of certain employee stock options, the Company issued 237,500 shares of its restricted common stock at a conversion rate of $0.05 per share.  The shares were issued on a cashless basis, resulting in a net value of $57,000.  As a result, $56,763 was recorded to paid in capital.

On July 1, 2017, in connection with a certain consulting agreement, the Company issued 1,500,000 shares of its restricted common stock to the consultant for services to be provided over a twelve (12) month period.  The shares were valued at of $315,000, of which $78,750 was expensed, and $236,250 was deferred, to be amortized over the next twelve (12) months. As a result, $313,500 was recorded to paid in capital.

On July 7, 2017, in connection with a certain executive employment agreement, the Company granted the executive 10,000,000 shares of its restricted common stock at $0.001 per share, of which 25% vest immediately, and the remaining vest over a period of twenty-four (24) months.  The shares were valued at $2,000,000, of which $1,990,000 was recorded to paid in capital, $507,500 was expensed, and $1,492,500 was deferred, to be amortized over the next twenty-four (24) months.

On July 21, 2017, in connection with a certain consulting agreement, the Company issued 1,000,000 shares of its restricted common stock to the consultant for services rendered.  The shares were valued at $270,000. As a result, $269,000 was recorded to paid in capital.

On August 1, 2017, in connection with a certain executive employment agreement, the Company issued 3,000,000 shares of its restricted common stock at $0.001 per share.  The shares were valued at $750,000.  As a result, $747,000 was recorded to paid in capital.

On August 3, 2017, in connection with the exercise of certain employee stock options, the Company issued 44,102 shares of its restricted common stock at a conversion rate of $0.05 per share.  The shares were issued on a cashless basis, resulting in a net value of $10,584.  As a result, $10,540 was recorded to paid in capital.

On August 9, 2017, in connection with a certain debt settlement, the Company issued 100,000 shares of its restricted common stock to a consultant as partial payment for services rendered. The shares were valued at $15,000.  As a result, $14,900 was recorded to paid in capital.

On September 1, 2017, in connection with certain consulting agreements, the Company issued 250,000 shares of its restricted common stock to the consultants for services to be provided over a twelve (12) month period.  The shares were valued at $50,000, which was deferred, to be amortized over the next twelve (12) months, and $49,750 was recorded to paid in capital.

On September 11, 2017, in connection with a certain related party convertible debt in the amount of $40,000, the Company issued 400,000 shares of its restricted common stock at a conversion rate of $0.10 per share.  As a result, $39,600 was recorded to paid in capital.

On October 4, 2017, in connection with a certain consulting agreement, the Company issued 200,000 shares of its restricted common stock to the consultant for services to be provided over a twelve (12) month period.  The shares were valued at $38,000, of which 25% vest immediately, and the remainder vest monthly over the first three (3) months of the agreement.  As  a result, $9,500 was expensed, $28,500 was deferred, to be amortized over three (3) months, and $37,800 was recorded to paid in capital.

Between November 14, 2017 to December 13, 2017, in connection with an equity offering, the Company issued 3,950,000 shares of its restricted common stock at a price of $0.05 per share, for cash in the amount of $197,500.  As a result, $193,550 was recorded to paid in capital.

On December 4, 2017, in connection with a certain settlement for debt in the amount of $87,500 and interest in the amount of $12,500, the Company issued 2,000,000 shares of its restricted common stock at a rate of $0.05 per share.  As a result, $98,000 was recorded to paid in capital.

On December 15, 2017, in connection with a certain consulting agreement, the Company issued 500,000 shares of its restricted common stock to the consultant for services to be provided over a twelve (12) month period.  The shares were valued at $51,250, of which 60% vest immediately, and the remainder vest periodically over the term of the agreement.  As a result, $30,750 was expensed, $20,500 was deferred, to be amortized over the next twelve (12) months, and $50,750 was recorded to paid in capital. 

During the years ended December 31, 2017 and 2016, respectively, a total of $2,838,500 and $0 in deferred stock compensation was recorded, of which $1,028,498 and $0 was expensed. As of December 31, 2017 and 2016, respectively, there remains $1,810,002 and $0 in deferred stock compensation to be expensed over the next thirty-three (33) months.

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Warrants and Options

12 Months Ended

Dec. 31, 2017

Notes

Warrants and Options

NOTE 13. WARRANTS AND OPTIONS

As of December 31, 2017 and 2016, respectively, the Company had 7,205,000 and 15,362,491 warrants and 20,675,000 and 11,135,000 options issued and outstanding.

On May 3, 2016, 484,125 warrants underlying 24,227 shares of preferred stock expired.

On December 2, 2016, in connection with the issuance of 10,000 shares of the Company’s Series B preferred stock, 100,000 warrants were issued.  The warrants are exercisable for a period of two (2) years at an exercise price of $0.75 per share of common stock.

On January 23, 2017, in connection with the issuance of 30,000 shares of the Company’s Series B preferred stock, 300,000 warrants were issued.  The warrants are exercisable for a period of two (2) years at an exercise price of $0.75 per share of common stock.

On June 17, 2017, 14,535,706 warrants underlying 726,786 shares of Series A preferred stock expired.

Between July 14, 2017 to October 23, 2017, in connection with certain convertible promissory notes issued to twenty-two (22) accredited investors (“Investor Group A”), 3,905,000 warrants were issued (Note 9). The warrants are exercisable for a period of three (3) years at an exercise price of $0.25 per share of common stock.

On August 7, 2017, in connection with a certain inventory security agreement, 800,000 warrants were issued (Note 9).  The warrants are exercisable for a period of three (3) years at an exercise price of $0.10 per share of common stock.

On August 9, 2017, in connection with a certain debt settlement, 100,000 warrants were issued. The warrants are exercisable for a period of three (3) years at an exercise price of $0.21 per share of common stock.

On September 1, 2017, in connection with certain consulting agreements, 1,000,000 warrants were issued.  The warrants are exercisable for a period of five (5) years at the following exercise price: 250,000 at $0.15 per share, 250,000 at $0.25 per share, 250,000 at $0.35 per share, and 250,000 at $0.60 per share.  The warrants vest when the average share price of PRLX common stock reaches the exercise price for a period of twenty (20) days.

On September 30, 2017, 726,785 warrants underlying 36,339 shares of Series Apreferred stock expired.

On December 5, 2017, in connection with certain consulting agreements, 300,000 warrants were issued.  The warrants vest periodically over the term of the agreements, and are exercisable for a period of three (3) years at an exercise price of $0.15 per share.

On December 15, 2017, in connection with a certain consulting agreement, 500,000 warrants were issued.  The warrants vest periodically over the term of the agreement, and are exercisable for a period of three (3) years at an exercise price of $0.15 per share.

On December 20, 2017, in connection with a certain consulting agreement, 200,000 warrants were issued.  The warrants vest over twelve (12) months, and are exercisable for a period of three (3) years at an exercise price of $0.15 per share.

Warrants Outstanding
	Number of	Remaining	Exercise Price		Weighted
	Common	Contractual Life	Times Number		Average
Exercise Price	Shares	(in years)	Of Shares		Exercise Price
$0.10	250,000	4.65	$	25,000	$0.29
$0.15	300,000	2.90		45,000	$0.27
$0.15	700,000	3.00		105,000	$0.26
$0.21	100,000	2.65		21,000	$0.31
$0.25	1,500,000	2.55		375,000	$0.34
$0.25	2,300,000	2.65		575,000	$0.30
$0.25	680,000	2.75		170,000	$0.29
$0.25	225,000	2.80		56,250	$0.27
$0.25	250,000	4.65		62,500	$0.29
$0.35	250,000	4.65		87,500	$0.29
$0.60	250,000	4.65		150,000	$0.31
$0.75	100,000	0.95		75,000	$0.28
$0.75	300,000	1.15		225,000	$0.29
	7,205,000		$	1,972,250	$0.26

Warrant Activity
	Number of			Weighted Average
	Shares			Exercise Price
Outstanding at December 31, 2015		16,473,401		$0.41
Issued		7,205,000		$0.26
Exercised		––		––
Expired / Forfeited		(16,473,401	)	$0.41
Outstanding at December 31, 2017		7,205,000		$0.26

On January 12, 2016, the Company granted a key employee 60,000 options to purchase common shares at $0.05 for a period of 5 years.  The options vest quarterly over a three (3) year period, and were valued at $1,710 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 5.75 years, expected volatility 1.70, risk free interest rate 1.55%, and dividend yield 0%.

On July 30, 2016, in connection with certain consulting agreements, the Company granted the consultants 1,000,000 options to purchase common shares for a period of 5 years, of which 250,000 each have an exercise price of $0.10, $0.25, $0.35 and $0.60 per share.  The options vest quarterly over a one (1) year period, and were valued at $23,880 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 5.75 years, expected volatility 1.70, risk free interest rate 1.03%, and dividend yield 0%.

On August 30, 2016, the Company granted a key employee 100,000 options to purchase common shares at $0.05 for a period of 5 years.  The options vest quarterly over a three (3) year period, and were valued at $5,970 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 5.75 years, expected volatility 1.69, risk free interest rate 1.18%, and dividend yield 0%.

On September 20, 2016, in connection with a certain consulting agreement, the Company granted the consultant 1,000,000 options to purchase common shares at $0.05 for a period of 2 years.  The options vest quarterly over a two (2) year period, and were valued at $40,200 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 3.25 years, expected volatility 1.81, risk free interest rate 1.19%, and dividend yield 0%.

On April 26, 2017, in connection with a certain consulting agreement, the Company granted the consultant 1,000,000 options to purchase common shares at $0.25 for a period of three (3) years.  The options vest annually over a three (3) year period, and were valued at $220,900 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 2.5 years, expected volatility 1.97, risk free interest rate 1.46%, and dividend yield 0%. 

On April 30, 2017, the Company granted key employees 1,980,000 options to purchase common shares at $0.05 for a period of five (5) years.  The options vest quarterly over a three (3) year period, and were valued at $472,030 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 5.75 years, expected volatility 1.97, risk free interest rate 1.84%, and dividend yield 0%.  Of the options granted, 840,000, valued at $200,260, were forfeited.

On July 7, 2017, in connection with an executive employment agreement, the Company granted the executive 5,000,000 options to purchase common shares at $0.25 for a period of five (5) years.  The options vest as follows: 25% immediately, and the remainder vest when certain market goals are met.  The options were valued at $915,500 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 3.5 years, expected volatility 1.88, risk free interest rate 1.95%, and dividend yield 0%.

On July 10, 2017, the Company granted a key employee 90,000 options to purchase common shares at $0.05 for a period of three (3) years.  The options vest quarterly over a three (3) year period, and were valued at $24,230 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 4.75 years, expected volatility 2.47, risk free interest rate 1.81%, and dividend yield 0%.

On August 1, 2017, in connection with an executive employment agreement, the Company granted the executive 1,000,000 options to purchase common shares at $0.25 for a period of five (5) years.  The options vest annually over a three (3) year period, and were valued at $229,400 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 3.5 years, expected volatility 1.84, risk free interest rate 1.80%, and dividend yield 0%.

On September 20, 2017, in connection with the acquisition of PHM, the Company granted the sellers 2,500,000 options to purchase common shares as follows: 500,000 options at an exercise price of $0.10; 1,000,000 options at $0.15; and 1,000,000 options at $0.25. The options vest quarterly over a four (4) year period, and were valued at an aggregate of $65,000 using the Black-Scholes method.  The assumptions used in valuing the options were: expected term 3 years, expected volatility 1.41, risk free interest rate 1.60%, and dividend yield 0%.

Options Outstanding
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price
$0.05	3,250,000	0.75	$	162,500	$0.08
$0.05	4,160,000	2.75		208,000	$0.09
$0.05	60,000	3.00		3,000	$0.06
$0.05	100,000	3.75		5,000	$0.08
$0.05	1,140,000	4.25		57,000	$0.09
$0.05	90,000	4.50		4,500	$0.14
$0.10	250,000	1.75		25,000	$0.06
$0.10	500,000	2.75		50,000	$0.14
$0.10	1,375,000	3.00		137,500	$0.10
$0.15	1,000,000	2.75		150,000	$0.14
$0.25	250,000	1.75		62,500	$0.06
$0.25	1,000,000	2.25		250,000	$0.10
$0.25	1,000,000	2.75		250,000	$0.15
$0.25	6,000,000	4.50		1,500,000	$0.14
$0.35	250,000	1.75		87,500	$0.07
$0.60	250,000	1.75		150,000	$0.08
	20,675,000		$	3,102,500	$0.15

Options Activity
	Number of			Weighted Average
	Shares			Exercise Price
Outstanding at December 31, 2015		9,200,000		$0.14
Issued		13,730,000		$0.07
Exercised		(300,000	)	$0.09
Expired / Forfeited		(1,955,000	)	$0.06
Outstanding at December 31, 2017		20,675,000		$0.15

During the years ended December 31, 2017 and 2016, respectively, 11,570,000 and 2,160,000 options were issued, (300,000 and 0 options were exercised, 0 and -225,000 options expired, and 1,730,000 and 0 options were forfeited. A total of $1,679,765 and $65,040 in deferred stock option compensation was recorded, and $589,679 and $154,017 was expensed during the years ended December 31, 2017 and 2016, respectively.  There remains $1,319,010 and $232,909 in deferred compensation as of December 31, 2017 and 2016, respectively, to be expensed over the next 33 months.

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Business Acquisitions

12 Months Ended

Dec. 31, 2017

Notes

Business Acquisitions

NOTE 14: BUSINESS ACQUISITIONS

Parallax Health Management, Inc. (formerly Qolpom, Inc.)

On August 31, 2016 (the “Execution Date”), the Company entered into an agreement with Qolpom, Inc., an Arizona corporation (“Qolpom”) and its shareholders (the “Seller”) to purchase 100% of the issued and outstanding shares of Qolpom’s common stock and its assets, inventory and intellectual property on the Closing Date in exchange for:

•          5,000,000 shares of the Company’s common stock; and

•          2,500,000 options to purchase shares of the Company's common stock, to be granted one year from the Execution Date, and vesting over three (3) years, of which 500,000 shares are exercisable at $0.10, 1,000,000 are exercisable at $0.15, and 1,000,000 are exercisable at $0.25; and

•          10% of revenues generated from PHM business segment, up to $1,000,000; and 7% thereafter, up to $2,000,000; and

•          3% of revenues generated from the sale of Qolpom hardware and monitoring service fees.

The following represent the fair values of the assets acquired and liabilities assumed by the Company on September 20, 2016:

Assets:
Cash	$	5,000
Intellectual property		160,000
Loans receivable		87,008
Total assets		252,008
Liabilities:
Accounts payable		7,068
License fees payable, net of unamortized discount		540,000
Royalties payable		200,000
Total liabilities		747,068
Goodwill		785,060
Fair market value of consideration	$	290,000

The goodwill represents future economic benefits expected to arise from the Company’s expanded presence in the remote patient monitoring and telehealth market, the assembled workforce acquired, and the expected synergies from combining operations with PHM. The goodwill is nondeductible for income tax purposes.

PHM's results of operations are included in the Company’s statements of operations beginning on September 20, 2016 (Note 19).  During the year ended December 31, 2016, acquisition costs of $10,000 were expensed and incurred within general and administrative expenses.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Notes

Commitments and Contingencies

NOTE 15. COMMITMENTS AND CONTINGENCIES

On August 31, 2016, the Company entered into an agreement with Qolpom, Inc., an Arizona corporation (“Qolpom”) and its shareholders (the “Seller”) to purchase 100% of the issued and outstanding shares of Qolpom’s common stock and its assets, inventory and intellectual property in exchange for, among other things, 5,000,000 shares of the Company’s restricted common stock, and options to purchase 2,500,000 shares at an exercise price of $0.05 (Note 14).  In addition, the agreement provides for, among other thing the Seller to receive up to $2,000,000 through a percentage of revenue generated from PHM business segment, as well as a 3% royalty on certain revenues generated from the intellectual property, as defined in the agreement.

On September 25, 2016, pursuant to a resolution of the board of directors, the Company entered into an executive agreement for Dr. Robert Burns Arnot to join the Company as its Chief Medical Officer, for an initial term of three (3) years.  The executive agreement includes compensation in the amount of $10,000 per month, to be deferred until certain funding goals are met.  In addition, Dr. Arnot was granted the right to purchase 250,000 shares of the Company’s restricted common stock at $0.001 per share, and options to purchase 1,000,000 shares of common stock at an exercise price of $0.05 per share, of which 250,000 vest immediately, and the remaining vest quarterly over a two (2) year period.  Concurrently, the Company entered into a revenue sharing agreement for a term of three (3) years, that provides for Dr. Arnot to receive 10% of Adjusted Gross Revenue (AGR) from certain sales generated by the Company up to $125 million in revenues for any given year, and 5% of AGR thereafter, as defined in the agreement, subject to certain performance criteria.  On November 14, 2017, the Company suspended the services provided by Dr. Robert Arnot under the Consulting Agreement dated September 25, 2016.

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Leases

12 Months Ended

Dec. 31, 2017

Notes

Leases

NOTE 16. LEASES

The Company leases office space and commercial facilities in Beverly Hills, California.  The lease agreement for the office space renews annually at a base rent of $92,880.  The commercial facilities are leased under agreements with original terms of twelve (12) years, with one (1) renewal option of twelve (12) years, and contain base monthly rent for premises plus a proportionate share of common area maintenance cost (CAM). The company also sub-leases office space for its administrative offices in Santa Monica, California, for $5,600 per month, on a month-to-month basis.

The future minimum rental payments required under the lease agreements are summarized as follows:

Year	Base		CAM		Total
2018	$	207,958	$	53,549	$	261,508
	$	207,958	$	53,549	$	261,508

On December 20, 2017, the Company ceased its pharmacy operations, and in January 2018, the Company vacated the pharmacy premises.  In May 2018, the pharmacy filed a Chapter 7 bankruptcy petition, and expects the Company to be relieved of any the monies owed under the leases for the commercial facilities in Beverly Hills, California.

Rent expense for the years ended December 31, 2017 and 2016, was $390,452 and $434,726, respectively, including $58,442 and $58,417, respectively, of common area maintenance cost.

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Concentrations

12 Months Ended

Dec. 31, 2017

Notes

Concentrations

NOTE 17. CONCENTRATIONS

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of demand deposits with a financial institution. At December 31, 2017, there are no balances exceeding FDIC insurance of $250,000. The Company believes there is minimal credit risk relative to its cash and investment accounts.

The Company is also potentially subject to concentrations of credit risk in its accounts receivable. Credit risk with respect to receivables is limited due to the source of its receivables is primarily from insurance payers, from which a pre-approval of payment is provided at the time of sale. In addition, historically, there have been no significant unpaid customer receivables. Although the Company is directly affected by the financial condition of its customers, management does not believe significant credit risks exist at December 31, 2017 and 2016. Generally, the Company does not require collateral or other securities to support its accounts receivable.

Major Customer

The Company has one major insurance payer that accounted for approximately 69% and $1,639,876 and 75% and $9,101,422 of insurance payments received for the years ended December 31, 2017 and 2016, respectively.

The Company also has one major fertility clinic that accounted for approximately 1% and $5,872 and 8% and $1,320,957 of fertility sales for the years ended December 31, 2017 and 2016, respectively.

In August 2016, RoxSan’s contract with its primary fertility drug rebate program was terminated. As a result, RoxSan was no longer eligible to receive incentive rebates for the majority of its fertility drug purchases, and RoxSan was unable to provide its customers with comparably priced fertility drugs.  This, among other things, caused the loss of its major customers.

Major Vendor

The Company has one major supplier that accounted for approximately 28% and $915,221 and 78% and $15,000,618 of cost of sales for the years ended December 31, 2017 and 2016, respectively. In July 2017, RoxSan’s contract with its primary drug supplier was terminated.

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Income Taxes

12 Months Ended

Dec. 31, 2017

Notes

Income Taxes

NOTE 18. INCOME TAXES

A reconciliation of the expected statutory federal and state taxes and the total income tax expense (benefit) at December 31, 2017 and 2016, was as follows:

	December 31, 2017			December 31, 2016
Income (loss) before taxes	$	(13,873,906	)	$	(13,160,859	)
Statutory rate (Fed & State(s))		30%			43%
Computed expected tax payable (recovery)	$	(4,254,200	)	$	(5,638,200	)
Effect of the U.S. tax law change		2,503,600			––
Tax effect of non-deductible expenses:
Impairment loss		––			1,720,900
Stock compensation/amortization of stock options		738,100			66,000
Discount amortization		1,626,300			2,184,800
Penalties		58,100			51,500
Other		5,300			34,800
Total tax effect of non-deductible expenses		2,427,800			4,058,000
Change in valuation allowance	$	(674,600	)	$	1,601,200
Income tax expense	$	2,600		$	21,000
Reported income taxes:
Federal	$	––		$	––
State		2,600			21,000
Total	$	2,600		$	21,000

The significant components of deferred income tax assets and liabilities at December 31, 2017 and 2016 are as follows:

	December 31, 2017			December 31, 2016
Net operating loss carried forward	$	6,675,700		$	7,549,500
Bad debt allowance		8,400			19,900
Officers’ accrued compensation		259,400			44,300
Accrued related party interest		51,000			55,400
Valuation allowance		(6,994,500	)		(7,669,100	)
Net deferred income tax asset	$	––		$	––

The Company’s net operating losses are as follows:

Tax Year	Net Operating Loss		Expires
2008	$	400	2028
2009		132,100	2029
2010		41,600	2030
2011		659,100	2031
2012		552,200	2032
2013		492,600	2033
2014		1,113,200	2034
2015		3,706,800	2035
2016		12,250,200	2036
2017		4,909,300	2037
Total	$	23,857,500

As at December 31, 2017 and 2016, respectively, the Company had approximately $23,857,500 and $18,948,200 of federal net operating losses. The Company is open to examinations for the tax year 2011 through the current tax year.

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Segment Reporting

12 Months Ended

Dec. 31, 2017

Notes

Segment Reporting

NOTE 19. SEGMENT REPORTING

The Company has the following four (4) business segments: Retail Pharmacy Services, Remote Care Systems, Behavioral Health Services and Corporate. See Note 1 and 2 for a description of each segment and related significant accounting policies.

The following table is a reconciliation of the Company’s business segments to the consolidated financial statements:

	Pharmacy Segment			Remote Care (1) Segment			Behavioral (2) Health Segment			Corporate Segment			Consolidated Totals
December 31, 2017
Revenue	$	3,100,207		$	93,737			1,200		$	––		$	3,195,144
Gross profit		16,003			(48,306	)		1,200			––			(31,103	)
Operating income (loss)		(2,566,517	)		(618,952	)		(327,724	)		(3,605,286	)		(7,118,479	)
Depreciation and amortization		50,192			8,902			284,734			1,664			345,492
Interest expense, net of interest/dividend income		(291,254	)		(9,626	)		––			(1,007,146	)		(1,308,026	)
Impairment loss		––			––			––			––			––
Discount amortization		––			(350,000	)		––			(5,100,000	)		(5,450,000	)
Total assets		253,863			936,654			2,137,766			12,192			3,340,475
Goodwill		––			785,060			––			––			785,060
Additions to property and equipment		––			––			––			––			––

December 31, 2016
Revenue	$	22,701,221		$	47,866		––	$	––		$	22,749,087
Gross profit		3,538,119			23,024		––		––			3,561,143
Operating income (loss)		(1,323,163	)		(74,985	)	––		(1,748,743	)		(3,146,891	)
Depreciation and amortization		205,461			3,698		––		5,035			214,194
Interest expense, net of interest/dividend income		226,738			––		––		691,511			918,249
Impairment loss		4,016,924			––		––		––			4,016,924
Discount amortization		––			––		––		5,100,000			5,100,000
Total assets		1,649,393			945,382		––		29,215			2,623,991
Goodwill		––			785,060		––		––			785,060
Additions to property and equipment		94,099			––		––		––			94,099

(1)       Remote Care Systems Segment commenced September 20, 2016 

(2)       Behavioral Health Segment commenced March 22, 2017

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Legal Matters and Contingencies

12 Months Ended

Dec. 31, 2017

Notes

Legal Matters and Contingencies

NOTE 20. LEGAL MATTERS

Dispute with Former Owner of RoxSan

In October 2015, shortly following the Company's acquisition of RoxSan, Shahla Melamed (“Melamed”), initiated two (2) legal actions against the Company in the Superior Court of the State of California, County of Los Angeles, West District, Shahla Melamed v. Parallax Health Sciences, Inc., action numbers SC 124873 and SC 125702. 

In the matter, action No. SC 124873, Melamed sought rescission of the August 13, 2015 Purchase Agreement. During the proceedings, Melamed also contended that the Company owed Melamed monies for, among other things, expenses paid by Melamed on behalf of the Company.  As a result, the Court split the action into two separate rulings: (1) Rescission Phase and (2) Accounting Phase.

•          Action No. SC 124873-Rescission Phase:

In the Matter, action no. SC 124873, rescission was sought by Melamed on the basis that, allegedly, in order to acquire the Pharmacy, the Company and its principals had allegedly defrauded Melamed, there had allegedly been a complete failure of consideration, and a unilateral mistake was allegedly made on the part of Melamed.Subsequently filed pleadings by the Company and RoxSan in action no. SC 124873 allege, among other things, that Melamed misrepresented the true earnings and source of income for the pharmacy business and had engaged in a fraudulent and illegal scheme to ship medications to states where her pharmacy was not licensed prior to the sale of the Pharmacy.

Final Ruling:  On March 17, 2017,the Court ruled in favor of the Company, and issued that Melamed is not entitled to rescission of the Purchase Agreement.  The ruling of the Court stated that no fraud on the part of the Company or its principals had been demonstrated.  The Court further ruled that there had been no failure of consideration, and that Melamed’s entry into the Agreement was not a result of a unilateral mistake on the part of Melamed.  The Minutes of the Ruling were entered by the County Clerk on March 17, 2017.

•          Action No. SC 124873-Accounting Phase:

In the Matter, action No. SC124873, Melamed contended that the Company owed Melamed monies for, among other things, expenses paid by Melamed post-Closing.  An accounting was presented by Melamed’s expert, BDO Seidman (“BDO”), alleging that the Company owed Melamed in excess of $500,000.  The Company disputed this vigorously and prepared a 400+ page analysis (the “Analysis Report”) of the BDO reconciliation report.  The Analysis Report identified errors in the BDO report in excess of $900,000 and found that Melamed owed the Company over $400,000.  Melamed argued the findings in the Analysis Report. Consequently, due to the complexities of the accountings, the Court ordered a third-party adjudicator with an accounting background to review both the BDO report and the Company’s Analysis Report.

Draft Ruling: On July 24, 2017, in the Matter, action No. SC124873, the Company was notified that the results of the reconciliation review performed by third-party adjudicator were in favor of the Company in the amount of $412,948.  Melamed objected to the adjudicator’s findings, and a final hearing was held in January 2018.  A final judgment is pending for the Court’s decision on the exact monies owed by Melamed to the Company.

•          Action No. SC125702:

In the Matter, action No. SC125702, Melamed alleges that the Company is in default under the terms of the Purchase Agreement and Secured Note, and the Company’s termination of Melamed’s employment agreement.  The Company firmly believes that it had adequate grounds to justify the termination of the employment, that it acted within its rights, and shall prevail in these proceedings.  A trial date is currently set for December 2018.

•          Action No. SC 124898:

The Company has initiated legal action against Melamed and filed a complaint, action number SC 124898, in the Superior Court of the State of California, County of Los Angeles, West District, Parallax Health Sciences, et al. v. Shahla Melamed, et al.  The Complaint in that action alleges that Melamed has breached several obligations under the Purchase Agreement, and the Company is seeking to reduce the Secured Note due to undisclosed material changes in the business. A trial date is currently set for December 2018.

As part of the Company’s pleadings to the courts, the Company has presented the following matters:

•          Purchase Price Dispute

Included in the Acquisition Agreement for RoxSan Pharmacy, Inc., and as part of the negotiated purchase price, were representations and warranties made by the former owner involving certain primary revenue streams and related contracts.  Shortly after the closing, however, management discovered that these representations were substantially inaccurate and/or completely false.  These inaccuracies, and the improper disclosures and/or omissions made by the former owner during negotiations, would have significantly affected the purchase price and related note payable.  As a result, among other things, management has initiated legal action against the former owner to seek a reduction in the purchase price.

Included in the false representations made by the former owner were prescription revenues in excess of $8 million (and approximately $16 million prior to the change in ownership) related to workers compensation claims that the former owner warranted as collectible.  The insurance claims related to these prescriptions, which originated from and were provided to the pharmacy by the former owner's direct family members, were investigated by a third-party expert retained by the Company, and the claims were substantially identified as fraudulent.  The former owner's family member has been indicted by the Department of Justice for among other things, insurance fraud.

In addition, management engaged a third-party to perform a valuation of the Pharmacy, utilizing revised inputs that more accurately reflected the Pharmacy's revenue streams as of the date of Acquisition.  The valuation performed resulted in a fair market value of $4.7 to $5.2 million. After careful consideration, and based upon these significant differences, management has determined that the purchase price and related promissory note of $20.5 million does not fairly represent the fair market value at the date of purchase.  The Company has, therefore, applied a discount to the note of $15.3 million, to reduce the purchase price and related note to its estimated fair market value of $5.2 million, utilizing the higher value on the range as a conservative measure.

The valuation performed does not include the effects of any liabilities the former owner omitted or damages caused to the Company as a result of the former owner and her immediate family members connected to the Pharmacy.

•          Control of Funds Dispute / US Postal Interference

For a period of time immediately after the closing of the Acquisition, the Melamed would not relinquish control of the Pharmacy's bank accounts, and collected the Pharmacy's incoming cash revenues, refusing to transfer the funds to the new ownership. Furthermore, when the Company attempted to change the corporate records and signatories on the existing bank accounts, the former owner disputed the changes, resulting in approximately $180,000 in corporate funds being frozen and held for adjudication. During this period, the Company was forced to request that the former owner pay the Pharmacy's operating expenses.  At no time after the Company opened new accounts did the former owner cooperate with the transference or willingly relinquish control of the Pharmacy's operating cash flow or incoming cash revenues.

The former owner continued to interfere in the transference of control of the Pharmacy by submitting change of address forms to the US Postal Service, wherein the former owner diverted the Pharmacy mail to her home address.  Once this was discovered and rectified with the post office, the former owner filed another change of address to divert mail to a post office box.  During these periods of time, the former owner received check payments and negotiated the checks by opening up a bank account utilizing a DBA, "Roxsan Pharmacy."  The Company was able to identify some of the checks the former owner negotiated by directly contacting the payer and receiving copies of the cancelled checks, with the former owner's signature endorsement and account number on the check.

Disputes with Former Executives

•          Action No. CV2017-052804

On March 9, 2017, Dave Engertformer Executive Chairman and director of the Company filed a lawsuit in Arizona and then on or about May 5, 2017, Mr. Engert, changed the venue and filed suit against the Company and RoxSan Pharmacy, Inc. in the United States District Court, Central District of California for an amount exceeding $75,000.  The Company intends to vigorously defend against this action, and on October 23, 2017, filed an answer and counterclaims against Mr. Engert for an amount exceeding $100,000.  The counterclaims include possible fraud and negligence committed by Mr. Engert and Mr. J. Michael Redmond, former successor Chairman of Mr. Engert, director, President and Chief Executive Officer of the Company and former President, Chief Executive Officer, Chairman and director of RoxSan Pharmacy, Inc.

•          Action No. BC700070

On March 28, 2018, Mr. J. Michael Redmond filed a lawsuit against the Company and RoxSan Pharmacy, Inc. in the United States District Court, Central District of California for an amount exceeding $75,000. The Company intends to vigorously defend against this action. There are counterclaims that include possible fraud and negligence committed by Mr. Redmond, former successor Chairman of Mr. Engert, director, President and Chief Executive Officer of the Company and former President, Chief Executive Officer, Chairman and director of RoxSan Pharmacy, Inc.

Disputes with Creditors/Vendors

•          Action No. SC127712

On or about June 20, 2017, American Express Bank, FSB filed suit against RoxSan Pharmacy, Inc. in Superior Court of California, County of Los Angeles for an amount of $996,622 in connection with RoxSan’s merchant financing loan.  On or about June 27, 2017, American Express Travel Related Services Company, Inc. filed suit against RoxSan Pharmacy, Inc. in Supreme Court of New York, County of New York in the amounts of $153,500 and $273,500 in connection with RoxSan’s credit card obligations.  On July 31, 2017, and August 16, 2017, the Company entered into stipulation and settlement agreements for these matters to make payments in lieu of further litigation at this time.

There are five (5) legal matters currently pending at this time.

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Subsequent Events

12 Months Ended

Dec. 31, 2017

Notes

Subsequent Events

NOTE 21. SUBSEQUENT EVENTS

The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2017 through the date of the issuance of the financial statements, and has determined that there have been no events that would require disclosure, except for the following:

On January 11, 2018, pursuant to a resolution of the Board of Directors, the Company issued 6,000,000 shares of its restricted common stock to certain officers and directors.  The shares were purchased at par, or $0.001 per share, for cash in the amount of $6,000.

On January 19, 2018, in connection with an equity offering, the Company issued 1,000,000 shares of its restricted common stock at a price of $0.04 per share, for cash in the amount of $40,000.  As a result, $39,000 was recorded to paid in capital.

On January 25, 2018, the Company issued a convertible promissory note to an accredited investor for financing in the amount of $5,000.  The note includes interest at a rate of 10% per annum, matures in three (3) years, and is convertible into restricted shares of the Company’s common stock at a conversion rate of $0.10 per share.  The common shares were issued with 50% warrant coverage for a period of three (3) years at an exercise price of $0.25 per common share.

On January 29, 2018, in connection with a certain consulting agreement, the Company issued 250,000 shares of its restricted common stock to the consultant for services to be provided over a twelve (12) month period.  The shares were valued at $67,500, of which 25% vest immediately, and the remainder vest periodically over the term of the agreement.  As a result, $16,875 was expensed, $50,625 was deferred, to be amortized over the next twelve (12) months, and $67,250 was recorded to paid in capital.  In addition, the consultant was issued 250,000 warrants to purchase shares of the Company’s common stock at a price of $0.25 per share, for a period of three years.  The warrants vest periodically over the term of the agreement.

On February 27, 2018, in connection with certain convertible debt in the amount of $45,000 and accrued interest of $3,114, the Company issued 481,129 shares of its restricted common stock at a conversion rate of $0.10 per share.  As a result, $47,633 was recorded to paid in capital.

In February 2018, the Company issued three senior secured convertible notes (the “CV Note(s)”) in the aggregate principal sum of $220,000. Two (2) of the CV Notes in the aggregate principal sum of $145,000 bear interest at a rate of twelve percent (12%) for ninety (90) days, or $17,400. The CV Note in the principal sum of $75,000 bears interest at a rate of four percent (4%) for thirty (30) days, or $3,000.  In addition to interest, the note holders were issued an aggregate of 440,000 shares of the Company’s restricted common stock, valued at $44,000. As a result, $43,560 was recorded to paid in capital. The CV Notes have been extended to mature July 15, 2018.

On April 5, 2018, in connection with a stock purchase agreement, the Company granted a key employee the right to purchase 1,000,000 shares of its restricted common stock at a price of $0.001 per share.  The shares, valued at $200,000, were issued for cash in the amount of $1,000.  As a result, $199,000 was recorded to paid in capital.

On April 26, 2018, the Company extended and amended the subordinate secured convertible promissory note dated April 26, 2017 in the principal sum of $250,000.  The amended note was issued for the principal sum of $281,500, to include accrued interest to date (the “Amended Note”). The Amended Note bears interest at rate of 12% per annum, matures October 26, 2018, or earlier, contingent upon certain financing conditions, and contains a repayment provision to convert the note into restricted shares of the Company’s common stock at a price of $0.10 per share.  The Amended Note is secured by all of the Company’s personal property, and includes warrant coverage for a period of three (3) years to purchase shares of the Company’s common stock at a purchase price of $0.20 per share, with a provision for the price to be reduced to $0.10 per share if certain conditions are not met by the Company.

On May 8, 2018, the Company extended and amended the subordinate secured convertible promissory note dated May 8, 2017 in the principal sum of $50,000. The amended note was issued for the principal sum of $56,250, to include accrued interest to date (the “Amended Note”). The Amended Note bears interest at rate of 12% per annum, matures November 8, 2018, or earlier, contingent upon certain financing conditions, and contains a repayment provision to convert the note into restricted shares of the Company’s common stock at a price of $0.10 per share.  The Amended Note is secured by all of the Company’s personal property, and includes warrant coverage for a period of three (3) years to purchase shares of the Company’s common stock at a purchase price of $0.20 per share, with a provision for the price to be reduced to $0.10 per share if certain conditions are not met by the Company.

On May 14, 2018, pursuant to a unanimous resolution of the Boards of Directors of RoxSan Pharmacy, Inc. and Parallax Health Sciences, Inc., RoxSan filed a Chapter 7 petition in the United States Bankruptcy Court for the Central District of California.  Mr. Timothy Yoo was appointed trustee on May 15, 2018.  In connection with this filing, RoxSan seeks to discharge approximately $5 million of liabilities owed to various parties including more than $1 million owed to the Company.

In June 2018, the Plan Sponsor terminated the RoxSan Pharmacy Inc. Profit Sharing Plan.  All contributions have been made by the Plan Sponsor,  and no further financial obligations to the Plan exits.

On June 4, 2018, Mr. Anand Kumar resigned as a member of the Board of Directors.  This resignation did not involve any disagreement with the Company.  Mr. Nathaniel T. Bradley, currently serving as Chief Technology Officer, succeeds him; to serve as a member of the Board of Directors until the next annual meeting of the shareholders and/or until his successor is duly appointed.

Between April 24, 2018 and June 18, 2018, the Company issued senior secured convertible promissory notes (the “Notes”) to four accredited investors in the aggregate principal sum of $600,000.  The Notes bear interest at rate of 12% per annum, mature December 15, 2018, or earlier, contingent upon certain financing conditions, and contain a repayment provision to convert the Notes into restricted shares of the Company’s common stock at a price of $0.10 per share.  The Notes are secured by all of the Company’s personal property, and include warrant coverage for a period of three (3) years to purchase shares of the Company’s common stock at a purchase price of $0.20 per share, with a provision for the price to be reduced to $0.10 per share if certain conditions are not met by the Company.

On July 31, 2018, the unsecured convertible promissory note in the principal sum of $144,000 (Note 9) was modified 1) to extend the note’s maturity to October 1, 2019 and 2) to change the conversion price from $0.25 to $0.10 per share.

On August 12, 2018, in connection with certain convertible debt in the amount of $10,000 and accrued interest of $1,000, the Company issued 110,000 shares of its restricted common stock at a conversion rate of $0.10 per share.  As a result, $10,890 was recorded to paid in capital.

On August 20, 2018, in connection with certain convertible debt in the amount of $150,000 and accrued interest of $15,000, the Company issued 1,650,000 shares of its restricted common stock at a conversion rate of $0.10 per share.  As a result, $164,835 was recorded to paid in capital.

On August 28, 2018, in connection with certain convertible debt in the amount of $20,000 and accrued interest of $2,000, the Company issued 220,000 shares of its restricted common stock at a conversion rate of $0.10 per share.  As a result, $21,780 was recorded to paid in capital.

On July 18, 2018, an amendment (the “Amendment”) was made to the Agreement to Purchase and Sell One Hundred Percent (100%) of the Issued and Outstanding Shares of Qolpom, Inc. and its Assets, Intellectual Property and Inventory dated August 31, 2016 (the “Agreement”). The Amendment modifies the Agreement’s Earn-Out consideration by basing any monies due under the Earn Out solely upon revenues generated, with no guaranteed minimum payment owed, thereby eliminating the $2,000,000 guaranteed payment previously owed by the Company.  The Amendment resulted in a change in the value of certain assets acquired and liabilities assumed as follows:

	Originally Stated			Revised		Increase (Decrease)
Assets:
Non-Compete Agreement	$	40,000		$	30,000	$	(10,000	)
Liabilities:
License fee	$	2,000,000		$	260,000	$	(1,740,000	)
License fee, unamortized discount	$	(1,460,000	)	$	––	$	1,460,000
Net Effect						$	(270,000	)

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Basis of Presentation

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements.  These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

The Company’s fiscal year-end is December 31.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Fair Value Hierarchy

Fair Value Hierarchy

The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:

Level 1:           Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2:           Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

Level 3:           Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2017 and 2016, the Company had no cash equivalents.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

As of December 31, 2017 and 2016, the carrying values of Company’s Level 1 financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value. The fair value of Level 3 instruments is calculated as the net present value of expected cash flows based on externally provided or obtained inputs. Certain Level 3 instruments may also be based on sales prices of similar assets. The Company’s fair value calculations take into consideration the credit risk of both the Company and its counterparties as of the date of valuation. See Note 9 for additional information about long-term debt.

There were no outstanding derivative financial instruments as of December 31, 2017 and 2016.

Accounts Receivable

Accounts Receivable

Accounts receivable are stated net of an allowance for doubtful accounts. The accounts receivable balance primarily includes amounts due from third party providers (e.g., pharmacy benefit managers, insurance companies and governmental agencies), as well as customers, vendors and manufacturers.  Charges to bad debt are based on both historical write-offs and specifically identified receivables.

The activity in the allowance for doubtful accounts receivable for the years ended December 31, 2017 and 2016, is as follows:

	December 31, 2017			December 31, 2016
Beginning balance	$	50,000		$	8,412,853
Additions charged to bad debt expense for customer receivables and insurance claims		114,957			77,000
Allowance for doubtful collection of workers compensation claims		––			23,934
Write off of allowance for doubtful collection of customer receivables and insurance claims		(134,957	)		(51,000	)
Write off of allowance for doubtful collection of workers compensation claims		––			(8,402,787	)
Ending balance	$	30,000		$	50,000

Management has determined that the collection of certain revenues relating to workers compensation insurance claims in the amount of $8,402,787, generated between August 2015 and December 2016, cannot be reasonably assured. As a result, an allowance for doubtful collections of these claims was established. At December 31, 2016, management determined that no future collectability is likely, and the uncollectable claims receivable of $8,402,787 and related allowance of $8,402,787, was written off as of December 31, 2016. 

During the years ended December 31, 2017 and 2016, the allowance for doubtful collections of customer receivables and insurance claims not related to workers compensation increased by $114,957 and $77,000 , respectively. 

As of December 31, 2017 and 2016, the allowance for doubtful collections was $30,000 and $50,000, respectively.

Inventory

Inventory

Inventory is stated at the lower of cost or market. Prescription drug inventories are accounted for using the weighted average cost method. Front store inventories are accounted for on a first-in, first-out basis using the retail inventory method. Physical inventory counts are taken on a regular basis and a continuous cycle count process is the primary procedure used to validate the inventory balances on hand to ensure that the amounts reflected in the accompanying financial statements are properly stated.

Property and Equipment

Property and Equipment

Property and equipment is comprised of office and computer equipment and software, furniture and fixtures, leasehold improvements, and vehicles, recorded at cost and depreciated using the double declining balance method over the estimated useful lives of 5 to 7 years. Repairs and maintenance costs are charged directly to expense as incurred. Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated. Application development stage costs for significant internally developed software projects are capitalized and depreciated. See Note 5 for additional information about property and equipment.

Intangible Assets

Intangible Assets

Product processes, patents and customer lists are amortized on a straight-line basis over their estimated useful lives between 4 and 20 years. See Note 6 for additional information about intangible assets.

Goodwill and Other Indefinitely-lived Assets

Goodwill and other Indefinitely-lived assets

Goodwill and other indefinitely-lived assets are not amortized, but are subject to impairment reviews annually, or more frequently if necessary.

Due to the Retail Pharmacy segment’s recurring losses and the liquidation of RoxSan in 2018, its goodwill was evaluated for impairment and the entire amount of goodwill of $3,887,818 was written off as of December 31, 2016.

Impairment of Long-lived Assets

Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.  When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount.  Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

Due to the Retail Pharmacy segment’s recurring losses and the liquidation of RoxSan in 2018, its long-lived assets were evaluated for impairment.  The Company has determined there is limited recoverability for these assets, and an impairment of property and equipment of $129,106 was recorded as of December 31, 2016.

The Company believes that future projected cash flows are sufficient for the recoverability of the remainder of its long-lived assets, and no other impairment exists.  There can be no assurance, however, that market conditions will not change or demand for the Company’s products and products under development will continue.  Either of these could result in future impairment losses.

Convertible Debt

Convertible Debt

The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

Net Income (loss) Per Common Share

Net Income (Loss) Per Common Share

Net earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company’s stock options and warrants.

Comprehensive Loss

Comprehensive Loss

As at December 31, 2017 and 2016, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Revenue Recognition

Revenue Recognition

Revenue is recognized when: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured.

The Retail Pharmacy recognizes revenue at the time the customer takes possession of the merchandise. Customer returns are not material. Sales taxes are not included in revenue.

Shipping and Handling Costs

Shipping and Handling Costs

The Company includes shipping and handling costs relating to the delivery of products to its locations (freight-in) as costs of sales. Shipping and handling costs, which include third-party shipment providers, postage, messenger and driver salaries and fees relating to the delivery of products to customers, are classified as Selling, Marketing and Pharmacy (“SM&P”) expense. Shipping and handling costs included in SM&P expense were:

	For the years ended
	December 31, 2017		December 31, 2017
Shipping, postage & messenger	$	82,108	$	229,606
Drivers salaries and fees		72,252		113,578
Total shipping and handling costs	$	154,360	$	343,184

Income Taxes

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established.

As of December 31, 2017, the Company has not yet filed its 2012 through 2016 annual corporate income tax returns.  Due to the Company’s recurring losses and significant loss carryforward (Note 18), no corporate income taxes are due for these periods.

Stock-based Compensation

Stock-Based Compensation

The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards 

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 will be effective for the Company beginning January 1, 2019 with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), Compensation-Stock Compensation. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In April 2016, the FASB issued ASU No. 2016-10 (“ASU 2016-10”), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.  ASU 2016-10 clarifies the accounting for licenses of intellectual property as well as the identification of distinct performance obligations in a contract. ASU 2016-10 will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods. Earlier application is permitted only as of annual periods beginning after December 15, 2016, including interim periods.  The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In May 2016, the FASB issued ASU No. 2016-12 (“ASU 2016-12”), Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 addresses certain issues identified in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. ASU 2016-12 will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods. Earlier application is permitted only as of annual periods beginning after December 15, 2016, including interim periods.  The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on eight specific cash flow issues, for which specific guidance had not previously been provided, with the objective of reducing the existing diversity in practice.  ASU 2016-15 will be effective for the Company for fiscal years beginning after December 15, 2017, and interim periods.  Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16 (“ASU 2016-16”), Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory.  ASU 2016-16 improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. as part of the Board’s initiative to reduce complexity in accounting standards. ASU 2016-16 will be effective for the Company for annual reporting periods beginning after December 15, 2017, and interim periods.  Early adoption is permitted for interim or annual reporting periods for which financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-17 (“ASU 2016-17”), Consolidation (Topic 810), Interests Held through Related Parties That Are Under Common Control.  ASU 2016-17 amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods.  Early adoption is permitted.

In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.  ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.  ASU 2017-04 will be effective for the Company for annual periods beginning after December 15, 2019, and interim periods.  Early adoption is permitted for testing performed after January 1, 2017.

Not Yet Adopted:

In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”), Business Combinations (Topic 805), Clarifying the Definition of a Business.  ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.  ASU 2017-01 will be effective for the Company for annual periods beginning after December 15, 2017, and interim periods.  Early adoption is permitted under certain conditions. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

In May 2017, the FASB issued ASU No. 2017-09 (“ASU 2017-09”), Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting.  ASU 2017-09 clarifies and reduces both the (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. ASU 2017-09 will be effective for the Company for annual periods beginning after December 15, 2017, and interim periods.  Early adoption is permitted. The Company is currently evaluating the impact of the application of this accounting standard update on its financial statements and related disclosures.

Recently Issued Accounting Standards Updates: 

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

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Significant Accounting Policies: Accounts Receivable: Allowance for Doubtful Collections (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Allowance for Doubtful Collections

	December 31, 2017			December 31, 2016
Beginning balance	$	50,000		$	8,412,853
Additions charged to bad debt expense for customer receivables and insurance claims		114,957			77,000
Allowance for doubtful collection of workers compensation claims		––			23,934
Write off of allowance for doubtful collection of customer receivables and insurance claims		(134,957	)		(51,000	)
Write off of allowance for doubtful collection of workers compensation claims		––			(8,402,787	)
Ending balance	$	30,000		$	50,000

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Significant Accounting Policies: Shipping and Handling Costs: Schedule of Shipping and Handling Costs (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of Shipping and Handling Costs

	For the years ended
	December 31, 2017		December 31, 2017
Shipping, postage & messenger	$	82,108	$	229,606
Drivers salaries and fees		72,252		113,578
Total shipping and handling costs	$	154,360	$	343,184

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Accounts Receivable, Net: Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Accounts Receivable, Net

	December 31, 2017			December 31, 2016
Insurance claims receivable	$	24,447		$	603,316
Workers compensation claims receivable		31,236			59,015
Customer receivables		18,418			153,454
Total accounts receivable		74,131			815,785
Less: allowances for doubtful accounts receivable		(30,000	)		(50,000	)
Accounts receivable, net	$	44,131		$	765,785

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Property and Equipment: Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Property and Equipment

	December 31, 2017			December 31, 2016
Appliances	$	4,486		$	7,160
Computer and office equipment		44,442			65,774
Furniture and fixtures		20,213			39,615
Leasehold improvements		18,731			104,357
Software		6,251			6,323
Medical devices and instruments		45,194			45,194
Sub-total		139,317			268,423
Less: accumulated depreciation		(129,317	)		(99,958	)
Less: accumulated impairment losses		––			(129,106	)
Property and equipment, net	$	10,000		$	39,359

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Intangible Assets: Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Intangible Assets

	December 31, 2017			December 31, 2016
Products and processes	$	12,500		$	12,500
Trademarks and patents / technology		377,000			72,500
Customer lists / relationships		280,000			280,000
Non-compete agreement		40,000			40,000
Marketing related		162,400			30,000
Software		1,985,600			––
Sub-total		2,857,500			435,000
Accumulated amortization		(559,406	)		(243,273	)
Intangible assets, net	$	2,298,094		$	191,727

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Accounts Payable and Accrued Expenses: Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Accounts Payable and Accrued Expenses

	December 31, 2017			December 31, 2016
Accounts payable-vendors	$	2,021,472	[1]	$	1,457,654
Credit cards payable		443,830			469,186
Factors payable		85,268			459,353
State income taxes payable		37,993			35,393
Payroll taxes payable		1,176,979			564,820
Accrued interest		1,906,516			942,685
Accrued payroll and payroll taxes		355,423			45,260
Total accounts payable and accrued expenses	$	6,027,480		$	3,974,351

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Notes and Loans Payable: Non-Related Party Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Non-Related Party Convertible Notes Payable

Note Holder	Principal		APR	Accrued Interest		Conversion Price		Term/Due
The Kasper Group, Ltd.	$	144,000	7%	$	60,507	$0.10	[1]	10/01/2019	[1]
Investor Group A		741,000	10%		26,840	$0.10		07/2020-09/2020
	$	885,000		$	87,347
[1] On July 31, 2018, the note was modified 1) to extend the note’s maturity to October 1, 2019, and 2) to change the conversion price from $0.25 to $0.10 per share.

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Notes and Loans Payable: Schedule of Maturities of Notes Payable (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of Maturities of Notes Payable

Year	Principal
2018		21,558,901	[2]
2019		182,240
	$	21,741,141

[2] Includes notes payable on demand in the amount of $84,075, and $974,826 owed to American Express, in default.

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Related Party Transactions: Summary (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Summary

	December 31, 2017			December 31, 2016
Related party payables
Accrued compensation	$	927,144	[1]	$	198,700
Cash advances		171,630	[1]		41,380
Total related party payables		1,098,774			240,080
Note payable, related party		185,000			185,000
Notes payable, related party, convertible		1,167,254			1,357,254
Total notes payable		1,352,254			1,542,254
Total related party transactions	$	2,451,028		$	1,782,334

[1] As of January 1, 2017, Mr. Dave Engert, former Executive Chairman of the board of directors, is no longer a related party.  As a result, related party payables has been reduced by $105,746, representing $105,000 in accrued compensation and $746 in cash advances. As of December 31, 2017, $105,746 is included as part of accounts payable (Note 7) on the accompanying consolidated balance sheets. See Note 19 for additional information and legal proceedings related to Mr. Engert.

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Related Party Transactions: Related Party Convertible Debt, By Related Party (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Related Party Convertible Debt, By Related Party

Note Holder	Principal		APR	Accrued Interest		Conversion Price	Term/Due
J. Michael Redmond, President (former)	$	576,154	5%	$	90,743	$0.10	07/31/2017
Huntington Chase, Beneficial Owner		291,100	7%		54,480	$0.10	12/31/2015
AvantGarde, LLC, Beneficial Owner		250,000	12.5%		21,319	$0.20	04/26/2018	[2]
Hamburg Investment Co., Beneficial Owner		50,000	12.5%		4,058	$0.20	05/08/2018	[2]
Total	$	1,167,254		$	170,600

[2]   Upon maturity, the note was extended and amended.  See Note 19 for additional information.

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Warrants and Options: Warrants Outstanding (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Warrants Outstanding

Warrants Outstanding
	Number of	Remaining	Exercise Price		Weighted
	Common	Contractual Life	Times Number		Average
Exercise Price	Shares	(in years)	Of Shares		Exercise Price
$0.10	250,000	4.65	$	25,000	$0.29
$0.15	300,000	2.90		45,000	$0.27
$0.15	700,000	3.00		105,000	$0.26
$0.21	100,000	2.65		21,000	$0.31
$0.25	1,500,000	2.55		375,000	$0.34
$0.25	2,300,000	2.65		575,000	$0.30
$0.25	680,000	2.75		170,000	$0.29
$0.25	225,000	2.80		56,250	$0.27
$0.25	250,000	4.65		62,500	$0.29
$0.35	250,000	4.65		87,500	$0.29
$0.60	250,000	4.65		150,000	$0.31
$0.75	100,000	0.95		75,000	$0.28
$0.75	300,000	1.15		225,000	$0.29
	7,205,000		$	1,972,250	$0.26

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Warrants and Options: Warrant Activity (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Warrant Activity

Warrant Activity
	Number of			Weighted Average
	Shares			Exercise Price
Outstanding at December 31, 2015		16,473,401		$0.41
Issued		7,205,000		$0.26
Exercised		––		––
Expired / Forfeited		(16,473,401	)	$0.41
Outstanding at December 31, 2017		7,205,000		$0.26

XML

Warrants and Options: Options Outstanding (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Options Outstanding

Options Outstanding
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price
$0.05	3,250,000	0.75	$	162,500	$0.08
$0.05	4,160,000	2.75		208,000	$0.09
$0.05	60,000	3.00		3,000	$0.06
$0.05	100,000	3.75		5,000	$0.08
$0.05	1,140,000	4.25		57,000	$0.09
$0.05	90,000	4.50		4,500	$0.14
$0.10	250,000	1.75		25,000	$0.06
$0.10	500,000	2.75		50,000	$0.14
$0.10	1,375,000	3.00		137,500	$0.10
$0.15	1,000,000	2.75		150,000	$0.14
$0.25	250,000	1.75		62,500	$0.06
$0.25	1,000,000	2.25		250,000	$0.10
$0.25	1,000,000	2.75		250,000	$0.15
$0.25	6,000,000	4.50		1,500,000	$0.14
$0.35	250,000	1.75		87,500	$0.07
$0.60	250,000	1.75		150,000	$0.08
	20,675,000		$	3,102,500	$0.15

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Warrants and Options: Options Activity (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Options Activity

Options Activity
	Number of			Weighted Average
	Shares			Exercise Price
Outstanding at December 31, 2015		9,200,000		$0.14
Issued		13,730,000		$0.07
Exercised		(300,000	)	$0.09
Expired / Forfeited		(1,955,000	)	$0.06
Outstanding at December 31, 2017		20,675,000		$0.15

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Business Acquisitions: Parallax Health Management, Inc. (formerly Qolpom) (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Parallax Health Management, Inc. (formerly Qolpom)

Assets:
Cash	$	5,000
Intellectual property		160,000
Loans receivable		87,008
Total assets		252,008
Liabilities:
Accounts payable		7,068
License fees payable, net of unamortized discount		540,000
Royalties payable		200,000
Total liabilities		747,068
Goodwill		785,060
Fair market value of consideration	$	290,000

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Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

	December 31, 2017			December 31, 2016
Income (loss) before taxes	$	(13,873,906	)	$	(13,160,859	)
Statutory rate (Fed & State(s))		30%			43%
Computed expected tax payable (recovery)	$	(4,254,200	)	$	(5,638,200	)
Effect of the U.S. tax law change		2,503,600			––
Tax effect of non-deductible expenses:
Impairment loss		––			1,720,900
Stock compensation/amortization of stock options		738,100			66,000
Discount amortization		1,626,300			2,184,800
Penalties		58,100			51,500
Other		5,300			34,800
Total tax effect of non-deductible expenses		2,427,800			4,058,000
Change in valuation allowance	$	(674,600	)	$	1,601,200
Income tax expense	$	2,600		$	21,000
Reported income taxes:
Federal	$	––		$	––
State		2,600			21,000
Total	$	2,600		$	21,000

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Income Taxes: Schedule of Deferred Tax Asset (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Schedule of Deferred Tax Asset

	December 31, 2017			December 31, 2016
Net operating loss carried forward	$	6,675,700		$	7,549,500
Bad debt allowance		8,400			19,900
Officers’ accrued compensation		259,400			44,300
Accrued related party interest		51,000			55,400
Valuation allowance		(6,994,500	)		(7,669,100	)
Net deferred income tax asset	$	––		$	––

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Income Taxes: Summary of Operating Loss Carryforwards (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Summary of Operating Loss Carryforwards

Tax Year	Net Operating Loss		Expires
2008	$	400	2028
2009		132,100	2029
2010		41,600	2030
2011		659,100	2031
2012		552,200	2032
2013		492,600	2033
2014		1,113,200	2034
2015		3,706,800	2035
2016		12,250,200	2036
2017		4,909,300	2037
Total	$	23,857,500

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Segment Reporting: Summary By Segment (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Summary By Segment

	Pharmacy Segment			Remote Care (1) Segment			Behavioral (2) Health Segment			Corporate Segment			Consolidated Totals
December 31, 2017
Revenue	$	3,100,207		$	93,737			1,200		$	––		$	3,195,144
Gross profit		16,003			(48,306	)		1,200			––			(31,103	)
Operating income (loss)		(2,566,517	)		(618,952	)		(327,724	)		(3,605,286	)		(7,118,479	)
Depreciation and amortization		50,192			8,902			284,734			1,664			345,492
Interest expense, net of interest/dividend income		(291,254	)		(9,626	)		––			(1,007,146	)		(1,308,026	)
Impairment loss		––			––			––			––			––
Discount amortization		––			(350,000	)		––			(5,100,000	)		(5,450,000	)
Total assets		253,863			936,654			2,137,766			12,192			3,340,475
Goodwill		––			785,060			––			––			785,060
Additions to property and equipment		––			––			––			––			––

December 31, 2016
Revenue	$	22,701,221		$	47,866		––	$	––		$	22,749,087
Gross profit		3,538,119			23,024		––		––			3,561,143
Operating income (loss)		(1,323,163	)		(74,985	)	––		(1,748,743	)		(3,146,891	)
Depreciation and amortization		205,461			3,698		––		5,035			214,194
Interest expense, net of interest/dividend income		226,738			––		––		691,511			918,249
Impairment loss		4,016,924			––		––		––			4,016,924
Discount amortization		––			––		––		5,100,000			5,100,000
Total assets		1,649,393			945,382		––		29,215			2,623,991
Goodwill		––			785,060		––		––			785,060
Additions to property and equipment		94,099			––		––		––			94,099

(1)       Remote Care Systems Segment commenced September 20, 2016 

(2)       Behavioral Health Segment commenced March 22, 2017

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Subsequent Events: Business Combination, Change in Valuation (Tables)

12 Months Ended

Dec. 31, 2017

Tables/Schedules

Business Combination, Change in Valuation

	Originally Stated			Revised		Increase (Decrease)
Assets:
Non-Compete Agreement	$	40,000		$	30,000	$	(10,000	)
Liabilities:
License fee	$	2,000,000		$	260,000	$	(1,740,000	)
License fee, unamortized discount	$	(1,460,000	)	$	––	$	1,460,000
Net Effect						$	(270,000	)

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Overview and Nature of Business: Discontinued Operations (Details)	12 Months Ended
	Dec. 31, 2017
Pharmacy Segment
Discontinued Operations, RoxSan Pharmacy	Since the Company’s acquisition of RoxSan, the deleterious actions against the pharmacy by the former owner, including, among other things, interference with management and operations, and attempts to damage and/or divert customer and vendor relationships, had a significant adverse impact on the pharmacy. Furthermore, the discovery of the former owner’s alleged involvement in suspected insurance fraud caused RoxSan’s contract with its primary IVF drug rebate program to be terminated in August 2016. As a result, RoxSan was no longer eligible to receive incentive rebates for the majority of its IVF drug purchases, which were key to the profitability of the IVF drug sales; and for which without the rebates, RoxSan was unable to provide its customers with comparably priced IVF drugs. This, among other things, caused a precipitous drop in RoxSan’s IVF revenues, and ultimate exit from the IVF market in mid-2017. The total IVF revenues for 2017 and 2016, respectively, were $953,680 and $17,216,036, or 29.8% and 75.7% of total revenues. Soon thereafter, in July 2017, RoxSan’s contract with its primary drug supplier was terminated for similar reasons connected to the former owner and alleged criminal activities associated with the Melamed family name, despite the Company’s new ownership and management. After careful consideration, the Company determined that RoxSan was unable to generate enough profits to sustain its pharmacy business, and in December 2017, the RPS segment ceased operations.

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Overview and Nature of Business: IVF Revenues Statistics (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Discontinued Operations, RoxSan Pharmacy, IVF Revenues	$ 953,680	$ 17,216,036
Discontinued Operations, RoxSan Pharmacy, IVF Revenues, Percentage	29.80%	75.70%

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Going Concern: Going Concern (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Accumulated deficit	$ 33,773,141	$ 19,896,635
Working Capital Deficit	$ 8,009,405

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Going Concern: Resolutions (Details)	12 Months Ended
	Dec. 31, 2017
Details
Substantial Doubt about Going Concern, Resolution of Conditions or Events	The Company will require additional financing in order to proceed with its plan of operations, including approximately $3,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Company’s product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company’s current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue the Company’s planned operations, the Company’s shareholders may lose some or all of their investment and the Company’s business may fail.

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Significant Accounting Policies: Accounts Receivable: Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Allowance, Beginning	$ 50,000	$ 8,412,853
Allowance, Current Period Increase, Insurance & Customers	114,957	77,000
Allowance, Current Period Increase, Workers Compensation Claims		23,934
Allowance, Insurance & Customers, Write Off	(134,957)	(51,000)
Allowance, Workers Compensation Claims, Write Off		(8,402,787)
Allowance, Ending	$ 30,000	$ 50,000

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Significant Accounting Policies: Accounts Receivable: Allowance-Workers Compensation Claims (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)
Details
Workers Compensation Claims, Receivable	$ 8,402,787
Workers Compensation Claims, Allowance, Write Off	$ 8,402,787

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Significant Accounting Policies: Accounts Receivable: Allowance-Insurance Claims (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Allowance for Insurance Claims, Increase	$ 114,957	$ 77,000

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Significant Accounting Policies: Accounts Receivable: Allowance for Doubtful Accounts, Ending (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Details
Allowance for Doubtful Accounts	$ 30,000	$ 50,000	$ 8,412,853

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Significant Accounting Policies: Property and Equipment: Useful Life (Details)	12 Months Ended
	Dec. 31, 2017
Office Equipment | Minimum
Property, Plant and Equipment, Useful Life	5 years
Office Equipment | Maximum
Property, Plant and Equipment, Useful Life	7 years
Medical Devices and Instruments | Minimum
Property, Plant and Equipment, Useful Life	5 years
Medical Devices and Instruments | Maximum
Property, Plant and Equipment, Useful Life	7 years

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Significant Accounting Policies: Goodwill and Other Indefinitely-lived Assets (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)
Details
Impairment Losses, Goodwill	$ 3,887,818

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Significant Accounting Policies: Impairment of Long-lived Assets (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)
Details
Impairment Losses, Long-Lived Assets	$ 129,106

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Significant Accounting Policies: Shipping and Handling Costs: Summary (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Shipping, Postage & Messenger	$ 82,108	$ 229,606
Drivers Salaries & Fees	72,252	113,578
Total Shipping and Handling Costs	$ 154,360	$ 343,184

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Accounts Receivable, Net: Accounts Receivable, Net (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Insurance claims receivable	$ 24,447	$ 603,316
Workers compensation claims receivable	31,236	59,015
Customer receivables	18,418	153,454
Total Accounts Receivable, Gross	74,131	815,785
Less: allowances for doubtful accounts receivable	(30,000)	(50,000)
Total Accounts Receivable, Net	$ 44,131	$ 765,785

XML

Accounts Receivable, Net: Customer Receivables (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Customer receivables, Total	$ 18,418	$ 153,454
Customer receivables, Service Revenue	7,275	2,043
Customer receivables, Copayments	0	93,731
Customer receivables, Purchases	$ 11,143	$ 57,680

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Accounts Receivable, Net: Allowance-Insurance Claims (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Insurance Claims, Allowance, Increase (decrease)	$ 114,957	$ 77,000
Insurance Claims, Allowance, Total	$ 30,000	$ 50,000

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Loans Receivable (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Loans Receivable, Former Owner	$ 169,902	$ 169,902

XML

Property and Equipment: Summary (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Appliances	$ 4,486	$ 7,160
Computer and Office Equipment	44,442	65,774
Furniture and Fixtures	20,213	39,615
Leasehold Improvements	18,731	104,357
Software	6,251	6,323
Medical Devices And Instruments	45,194	45,194
Property and Equipment, Gross, Total	139,317	268,423
Accumulated Depreciation	(129,317)	(99,958)
Less: Accumulated Impairment Charges		(129,106)
Property and equipment, net	$ 10,000	$ 39,359

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Property and Equipment: Impairment Losses (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)
Details
Impairment Charge, Long-Lived Assets	$ 129,106

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Property and Equipment: Depreciation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Depreciation Expense	$ 29,359	$ 42,165

XML

Intangible Assets: Summary (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Products and processes	$ 12,500	$ 12,500
Trademarks, patents and technology	377,000	72,500
Customer Lists/Relationships	280,000	280,000
Non-compete agreement	40,000	40,000
Marketing related intangibles	162,400	30,000
Software	1,985,600
Total Intangible Assets, Gross	2,857,500	435,000
Accumulated amortization	(559,406)	(243,273)
Intangible Assets, Net	$ 2,298,094	$ 191,727

XML

Intangible Assets: Current Period Additions (Details)	Apr. 26, 2017 USD ($)
Details
Intangible Assets, Acquired, ProEventa	$ 2,422,500

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Intangible Assets: Amortization Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Amortization Expense	$ 316,133	$ 172,029

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Accounts Payable and Accrued Expenses: Summary (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Accounts Payable, Vendors	$ 2,021,472	$ 1,457,654
Credit Cards Payable	443,830	469,186
Factors Payable	85,268	459,353
Income Taxes Payable	37,993	35,393
Payroll taxes payable	1,176,979	564,820
Accrued Interest	1,906,516	942,685
Accrued Salaries, Current	355,423	45,260
Total Accounts Payable And Accrued Expenses	$ 6,027,480	$ 3,974,351

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Accounts Payable and Accrued Expenses: Footnote [1] (Details)	Dec. 31, 2017 USD ($)
Details
Transfer of Related Party Payable to Accounts Payable	$ 105,746

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Accounts Payable and Accrued Expenses: Payroll Taxes Payable (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Payroll Taxes Payable, Penalties	$ 300,534	$ 105,782
Payroll Taxes Payable, Interest	$ 35,092	$ 2,118

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Pension Plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Pension Plan Contrubtions, Current Period	$ 24,172	$ 37,715
Pension Plan Contributions, Payable	$ 12,570	$ 10,822

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Notes and Loans Payable (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($)
Notes payable, convertible	$ 741,000
Notes Payable, Short Term, Total	741,000
Loans Payable	11,900	$ 11,900
Notes Payable	84,075	84,075
Notes and Loans Payable, Unsecured, Total	95,975	95,975
Note payable, convertible	144,000	144,000
Note Payable-Merchant	974,826	1,095,920
Note Payable-Bank	38,240	99,470
Note Payable	20,500,000	20,500,000
Less: Unamortized Discount	(3,145,000)	(8,245,000)
Note Payable, Net of Unamortized Discount	17,355,000	12,255,000
Notes Payalbe, Secured, Total, Net of Unamortized Discount	18,368,066	13,450,390
Notes Payable, Long Term, Total	18,608,041	13,690,365
Notes Payable, Total	19,349,041	13,690,365
Note Payable, Accrued Interest, Current Period	920,434	749,518
Note Payable, Accrued Interest, Total	1,724,093	803,659
Inventory Security Agreement
Note Payable, Principal	$ 100,000
Note Payable, Months to Pay	8
Note Payable, Monthly Payment	$ 12,500
Note Payable, Interest (in Lieu), Warrants | shares	800,000
Note Payable, Interest (in Lieu), Warrants, Term (Years)	3
Note Payable, Interest (in Lieu), Warrants, Exercise Price | $ / shares	$ 0.10
Note Payable, Monthly Payment, Paid	$ 12,500
Note Payable, Conversion, Principal	87,500
Note Payable, Conversion, Interest	$ 12,500
Note Payable, Conversion, Shares Issued | shares	2,000,000
Note Payable, Conversion, Price Per Share | $ / shares	$ 0.05
Notes Payable, Convertible, Group A
Convertible Promissory Notes, Holders	22
Convertible Promissory Notes, Principal (Aggregate)	741,000
Note Payable, Interest Rate	10.00%
Convertible Promissory Notes, Term (Years)	1
Convertible Promissory Notes, Conversion Rate | $ / shares	$ 0.10
Convertible Promissory Notes, Warrants (%)	50.00%
Convertible Promissory Notes, Warrants, Term	3
Convertible Promissory Notes, Warrants, Exercise Price | $ / shares	$ 0.25
Convertible Promissory Notes, Accrued Interest, Current Period	$ 26,840
Convertible Promissory Notes, Accrued nterest, Total	$ 26,840
Notes Payable, Convertible, Group A | Minimum
Convertible Promissory Notes, Date Range	Jul. 14, 2017
Notes Payable, Convertible, Group A | Maximum
Convertible Promissory Notes, Date Range	Oct. 23, 2017
Unsecured Debt
Notes and Loans Payable, Unsecured	$ 95,975	95,975
Notes and Loans Payable, Unsecured, Accrued Interest, Current Period	7,300	7,320
Notes and Loans Payable, Unsecured, Accrued Interest, Total	$ 51,432	44,132
Note Payable, Convertible
Note Payable, Interest Rate	7.00%
Note Payable, Principal	$ 144,000
Note Payable, Maturity Date	Jan. 01, 2015
Note Payable, Conversion Price | $ / shares	$ 0.25
Note Payable, Accrued Interest, Current Period	$ 10,080	10,107
Note Payable, Accrued Interest, Total	$ 60,507	50,427
Note Payable, Secured
Note Payable, Interest Rate	6.00%
Note Payable, Principal	$ 20,500,000
Note Payable, Maturity Date	Aug. 13, 2018
Note Payable, Date	Aug. 13, 2015
Note Payable, Discount, Total	$ 15,300,000
Note Payable, Discount, Current Period	5,100,000	5,100,000
Note Payable, Discount, Unamortized	$ 3,145,000	8,245,000
Note Payable, Discount, Amoritzation Period (Months)	8
Note Payable, Accrued Interest, Current Period	$ 876,214	607,398
Note Payable, Accrued Interest, Total	$ 1,585,314	709,100
Note Payable, Term (Months)	24
Note Payable, Merchant
Note Payable, Interest Rate	6.00%
Note Payable, Principal	$ 2,000,000
Note Payable, Date	Oct. 09, 2015
Note Payable, Repayment, Current Period	$ 216,901	854,481
Note Payable, Repayment, Principal	121,094	734,481
Note Payable, Repayment, Interest	95,807	120,000
Note Payable, Pincipal, Remaining Balance	974,826	1,095,920
Note Payable, Interest, Remaining Balance	$ 0	95,807
Note Payable, Bank Line of Credit
Note Payable, Maturity Date	Jul. 17, 2019
Note Payable, Date	Feb. 11, 2016
Note Payable, Bank Line of Credit, Maximum Borrowing Cap	$ 100,000
Note Payable, Bank Line of Credit, Interest Rate	6.06%
Note Payable, Bank Line of Credit, Current Repayments	$ 50,028	530
Note Payable, Bank Line of Credit, Amount Outstanding		$ 99,470
Note Payable, Bank Term Loan
Note Payable, Interest Rate	6.23%
Note Payable, Monthly Payment	$ 2,020
Note Payable, Date	Apr. 11, 2017
Note Payable, Term (Months)	27
Note Payable, Bank Line of Credit, Maximum Borrowing Cap	$ 49,442
Note Payable, Payments, Principal	11,202
Note Payable, Principal, Balance	$ 38,240

XML

Notes and Loans Payable: Interest Rates (Details)	Dec. 31, 2017
Minimum
Notes and Loans Payable, Unsecured, Interest Rate	8.00%
Maximum
Notes and Loans Payable, Unsecured, Interest Rate	10.00%

XML

Notes and Loans Payable: Schedule of Maturities of Notes Payable (Details)	Dec. 31, 2017 USD ($)
Details
Notes Payable, Long-Term, Maturities in Next Twelve Months	$ 21,558,901
Notes Payable, Long-Term, Maturities in Year Two	182,240
Notes Payable, Long-Term Maturities, Total	$ 21,741,141

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Related Party Transactions: Summary (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Related Party, Accrued Compensation	$ 927,144	$ 198,700
Related Party, Cash Advances	171,630	41,380
Related Party, Total Payables	1,098,774	240,080
Related Party, Note Payable	185,000	185,000
Related Party, Notes Payable, Convertible	1,167,254	1,357,254
Related Party, Notes Payable, Total	1,352,254	1,542,254
Total Related Party Trasactions	$ 2,451,028	$ 1,782,334

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Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Convertible Notes Payable, Related Party	$ 1,167,254	$ 1,357,254
Executive Agreement
Executive Agreement, Date	Jul. 07, 2017
Executive Agreement, Term (Years)	3
Executive Agreement, Compensation, Year 1	$ 350,000
Executive Agreement, Compensation, Year 1, Deferral (Pct)	30.00%
Executive Agreement, Compensation, Year 2	$ 425,000
Executive Agreement, Compensation, Year 3	$ 550,000
Executive Agreement, Compensation, Stock Award, Shares	10,000,000
Executive Agreement, Compensation, Stock Award, Price Per Share	$ 0.001
Executive Agreement, Compensation, Stock Award, Pct Vested	25.00%
Executive Agreement, Compensation, Stock Award, Annual Vesting Pct	25.00%
Executive Agreement, Compensation, Stock Options	5,000,000
Executive Agreement, Compensation, Stock Options, Price Per Share	$ 0.25
Executive Agreement, Compensation, Stock Options, Life (Years)	5
Beneficial Owner
Stock Subscription, Date	Jan. 23, 2017
Stock Subscription, Shares, Series	Series B
Stock Subscription, Shares, Class	preferred Stock
Stock Subscription, Per Share	$ 5.00
Stock Subscription, Proceeds	$ 150,000
Beneficial Owner
Convertible Promissory Note, Date	Apr. 26, 2017
Convertible Promissory Note, Principal	$ 250,000
Convertible Promissory Note, Interest Rate	12.50%
Convertible Promissory Note, Term (Months)	12
Convertible Promissory Note, Conversion Rate	0.20
Convertible Promissory Note, Pledged Collateral, Common Shares	1,500,000
Convertible Promissory Note, Interest, Current Period	$ 21,319
Convertible Promissory Note, Interest, Total	$ 21,319
Beneficial Owner
Convertible Promissory Note, Date	May 08, 2017
Convertible Promissory Note, Principal	$ 50,000
Convertible Promissory Note, Interest Rate	12.50%
Convertible Promissory Note, Term (Months)	12
Convertible Promissory Note, Conversion Rate	0.20
Convertible Promissory Note, Pledged Collateral, Common Shares	250,000
Convertible Promissory Note, Interest, Current Period	$ 4,058
Convertible Promissory Note, Interest, Total	$ 4,058
President (Former)
Promissory Note, Date	Sep. 14, 2016
Promissory Note, Date	Nov. 22, 2016
Promissory Note, Principal	$ 182,000
Promissory Note, Principal	15,000
Promissory Note, Principal, Total	$ 197,000
Promissory Note, Interest Rate	5.00%
Promissory Note, Maturity Date	Oct. 14, 2016
Promissory Note, Maturity Date	Nov. 29, 2016
Promissory Note, Principal Paid	$ 0	12,000
Promissory Note, Accrued Interest, Current Period	9,250	2,573
Promissory Note, Principal Balance	185,000	185,000
Promissory Note, Accrued Interest, Total	$ 11,823	2,573
Subsidiary
Secured Promissory Note, Date	Jan. 31, 2017
Secured Promissory Note, Principal, Maximum	$ 2,000,000
Secured Promissory Note, Interest, Rate	3.00%
Secured Promissory Note, Term (Years)	5
Secured Promissory Note, Repayment Minimum, Year 3	400,000
Secured Promissory Note, Repayment Minimum, Year 4	400,001
Secured Promissory Note, Repayment Maximum, Year 4	1,000,000
Secured Promissory Note, Principal Disbursed, Current	$ 1,153,395
Secured Promissory Note, Accrued Interest	10,395
Notes Payable, Convertible
Convertible Notes Payable, Related Party	1,167,254	1,357,254
Convertible Promissory Note, Interest, Current Period	76,511	63,686
Convertible Promissory Note, Beneficial Conversion, Expensed		473,494
Convertible Promissory Note, Interest, Paid	16,833	35,130
Convertible Promissory Note, Interest, Total Accrued	$ 170,600	$ 136,453

XML

Related Party Transactions: Debt Conversions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Conversion of Debt, Principal	$ 510,733
President, PHM
Conversion of Debt, Date	Mar. 16, 2017
Conversion of Debt, Principal	$ 250,000
Conversion of Debt, Principal, Amount Converted	250,000
Conversion of Debt, Interest	7,954
Conversion of Debt, Accrued Interest, Current Period	$ 6,422	$ 1,532
Conversion of Debt, Common Stock, Shares Issued	1,228,346
Conversion of Debt, Common Stock, Conversion Rate	$ 0.21
President (Former)
Conversion of Debt, Date	May 18, 2017
Conversion of Debt, Principal	$ 200,000
Conversion of Debt, Principal, Amount Converted	200,000
Conversion of Debt, Interest	27,781
Conversion of Debt, Accrued Interest, Current Period	$ 3,781	$ 24,000
Conversion of Debt, Common Stock, Shares Issued	2,277,808
Conversion of Debt, Common Stock, Conversion Rate	$ 0.10
Beneficial Owner
Conversion of Debt, Date	Sep. 11, 2017
Conversion of Debt, Principal	$ 331,100
Conversion of Debt, Principal, Amount Converted	$ 40,000
Conversion of Debt, Common Stock, Shares Issued	400,000
Conversion of Debt, Common Stock, Conversion Rate	$ 0.10
Conversion of Debt, Principal, Remaining (After Conversion)	$ 291,100

XML

Related Party Transactions: Convertible Debt (Details)	12 Months Ended
	Dec. 31, 2017 USD ($)
Note Payable, Convertible, Related Party, Principal	$ 1,167,254
Note Payable, Convertible, Related Party, Accrued Interest	170,600
President
Note Payable, Convertible, Related Party, Principal	$ 576,154
Note Payable, Convertible, Related Party, Interest Rate	5.00%
Note Payable, Convertible, Related Party, Accrued Interest	$ 90,743
Note Payable, Convertible, Related Party, Conversion Price	$ 0.10
Note Payable, Convertible, Related Party, Maturity Date	Jul. 31, 2017
Beneficial Owner
Note Payable, Convertible, Related Party, Principal	$ 291,100
Note Payable, Convertible, Related Party, Interest Rate	7.00%
Note Payable, Convertible, Related Party, Accrued Interest	$ 54,480
Note Payable, Convertible, Related Party, Conversion Price	$ 0.10
Note Payable, Convertible, Related Party, Maturity Date	Dec. 31, 2015
Beneficial Owner
Note Payable, Convertible, Related Party, Principal	$ 250,000
Note Payable, Convertible, Related Party, Interest Rate	12.50%
Note Payable, Convertible, Related Party, Accrued Interest	$ 21,319
Note Payable, Convertible, Related Party, Conversion Price	$ 0.20
Note Payable, Convertible, Related Party, Maturity Date	Apr. 26, 2018
Beneficial Owner
Note Payable, Convertible, Related Party, Principal	$ 50,000
Note Payable, Convertible, Related Party, Interest Rate	12.50%
Note Payable, Convertible, Related Party, Accrued Interest	$ 4,058
Note Payable, Convertible, Related Party, Conversion Price	$ 0.20
Note Payable, Convertible, Related Party, Maturity Date	May 08, 2018

XML

Related Party Transactions: Interest Rates (Details)	12 Months Ended
	Dec. 31, 2017
Minimum
Convertible Promissory Note, Interest Rate	5.00%
Maximum
Convertible Promissory Note, Interest Rate	12.50%

XML

Related Party Transactions: Maturity Dates (Details)	12 Months Ended
	Dec. 31, 2017
Minimum
Convertible Promissory Note, Date	Dec. 31, 2015
Maximum
Convertible Promissory Note, Date	May 08, 2018

XML

Related Party Transactions: Conversion Rates (Details) - Notes Payable, Convertible	12 Months Ended
	Dec. 31, 2017
Minimum
Convertible Promissory Note, Conversion Rate	0.10
Maximum
Convertible Promissory Note, Conversion Rate	0.20

XML

Related Party Transactions: Agreements (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
President
Employment Agreement, Date	Aug. 13, 2015
Employment Agreement, Term (Years)	3
Employment Agreement, Compensation, Base	$ 295,000
Employment Agreement, Base Salary, Year 2	325,000
Employment Agreement, Base Salary, Year 3	$ 350,000
Employment Agreement, Stock Options Granted	2,000,000
Employment Agreement, Stock Options Granted, Conversion Price	$ 0.05
Employment Agreement, Stock Options Granted, Life	5
Employment Agreement, Stock Options Granted, Vest (Years)	3
Employment Agreement, Termination Date	Jul. 06, 2017
ChiefFinancialOfficer1Member
Employment Agreement, Date	Aug. 13, 2015
Employment Agreement, Term (Years)	3
Employment Agreement, Compensation, Base	$ 165,000
Employment Agreement, Base Salary, Year 2	190,000
Employment Agreement, Base Salary, Year 3	$ 215,000
Employment Agreement, Stock Options Granted	1,500,000
Employment Agreement, Stock Options Granted, Conversion Price	$ 0.05
Employment Agreement, Stock Options Granted, Vest (Years)	3
Beneficial Owner
Consulting Agreement, Date	Oct. 02, 2015
Consulting Agreement, Term	3
Consulting Agreement, Monthly Fee	$ 20,000
Director
Agreement, Start Date	Oct. 19, 2015
Agreement, Monthly Compensation	$ 6,000
President, PHM
Employment Agreement, Term (Years)	3
Employment Agreement, Compensation, Base	$ 150,000
Employment Agreement, Compensation, Signing Bonus	$ 50,000
Employment Agreement, Amendment, Effective Date	Aug. 01, 2017
Employment Agreement, Amendment, Execution Date	Nov. 30, 2017
Employment Agreement, New Agreement, Term (Years)	3
Employment Agreement, New Agreement, Compensation, Year 1	222,000
Employment Agreement, New Agreement, Compensation, Year 2	265,000
Employment Agreement, New Agreement, Compensation, Year 3	320,000
Employment Agreement, New Agreement, Stock Award, Shares | shares	3,000,000
Employment Agreement, New Agreement, Stock Award, Price Per Shares | $ / shares	$ 0.001
Employment Agreement, New Agreement, Stock Award, Percent Vested	100.00%
Employment Agreement, New Agreement, Option Award, Shares | shares	1,000,000
Employment Agreement, New Agreement, Option Award, Price Per Share | $ / shares	$ 0.25
Employment Agreement, New Agreement, Option Award, Life	5
Employment Agreement, New Agreement, Option Award, Vesting Period	annually
Employment Agreement, New Agreement, Option Award, Vesting Term	3
Employment Agreement, New Agreement, Option Award, Percent Vested	25.00%

XML

Related Party Transactions: Accrued Interest (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Accrued Interest, Related Party, Current Period	$ 95,962	$ 66,259
Accrued Interest, Related Party, Total	$ 182,422	$ 139,026

XML

Convertible Preferred Stock: Authorized and Issued Shares (Details) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares outstanding	863,691	833,691
Preferred Stock
Preferred stock, shares outstanding	863,691	833,691

XML

Convertible Preferred Stock: Activity (Details) - USD ($)	Jan. 23, 2017	Dec. 02, 2016
Preferred Stock, Shares, Issued
Preferred Stock, Issued, Series B	$ 30,000	$ 10,000
Preferred Stock, Price Per Share
Preferred Stock, Issued, Series B	5	5
Preferred Stock, Cash Proceeds
Preferred Stock, Issued, Series B	150,000	50,000
Preferred Stock, APIC
Preferred Stock, Issued, Series B	$ 149,970	$ 49,990

XML

Convertible Preferred Stock: Conversion Rate (To Common Stock) (Details)	Dec. 31, 2017 shares
Details
Convertible Preferred Stock, Shares Issued upon Conversion	20

XML

Convertible Preferred Stock: Dividend Rates (Details)	12 Months Ended
	Dec. 31, 2017
Preferred Stock-Series A
Preferred Stock, Dividend Rate, Percentage	7.00%
Preferred Stock-Series B
Preferred Stock, Dividend Rate, Percentage	10.00%

XML

Common Stock: Authorized and Issued Shares (Details) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares outstanding	136,754,530	107,066,774
Common Class A
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares outstanding	136,734,530	107,066,774

XML

Common Stock: Activity (Details)																				1 Months Ended	12 Months Ended
	Dec. 15, 2017 USD ($)	Dec. 04, 2017	Oct. 04, 2017 USD ($)	Sep. 11, 2017 USD ($)	Sep. 01, 2017 USD ($)	Aug. 09, 2017	Aug. 03, 2017 shares	Aug. 01, 2017	Jul. 21, 2017 USD ($)	Jul. 07, 2017	Jul. 01, 2017 USD ($)	Jun. 02, 2017 USD ($)	May 18, 2017 USD ($)	May 17, 2017 USD ($)	Mar. 16, 2017 USD ($)	Dec. 05, 2016 USD ($)	Sep. 25, 2016 USD ($)	Sep. 23, 2016 USD ($)	Jul. 28, 2016 USD ($) shares	Dec. 13, 2017	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Common Stock Issued, For Services																					$ 747,000	$ 211,250
Common Stock, Shares Issued for Acquisition of Subsidiary																						$ 285,000
Common Stock Issued, Acquisition of Intangible Assets																					625,000
Exercise of Stock Options																					$ 67,584
Common Stock, Shares, Issued
Common Stock, Shares, Cancelled | shares																			(20,000,000)
Common Stock Issued, For Services	$ 500,000		$ 200,000		$ 250,000				$ 1,000,000		$ 1,500,000			$ 500,000		$ 1,000,000	$ 250,000		$ 250,000
Common Stock, Shares Issued for Acquisition of Subsidiary																		$ 5,000,000
Common Stock Issued, Conversion of Debt															$ 1,228,346
Common Stock Issued, Acquisition of Intangible Assets														2,500,000
Common Stock Issued, Conversion of Debt				$ 400,000									$ 2,277,808
Exercise of Stock Options												$ 237,500
Common Stock Issued, To Officers								3,000,000		10,000,000
Exercise of Options, Shares Issued | shares							44,102
Common Stock Issued, Debt Settlement						100,000
Common Stock, Issued, Equiy Offering																				3,950,000
Common Stock, Issued, Debt Settlement		2,000,000
Common Stock, APIC
Common Stock, Shares, Cancelled | shares																			20,000
Common Stock Issued, For Services	50,750				49,750				269,000		313,500			124,500		189,000	15,750		$ 6,500
Common Stock, Shares Issued for Acquisition of Subsidiary																		220,000
Common Stock Issued, Conversion of Debt															256,724
Common Stock Issued, Acquisition of Intangible Assets														622,500
Common Stock Issued, Conversion of Debt				39,600									225,503
Exercise of Stock Options												56,763
Common Stock Issued, To Officers								747,000		1,990,000
Exercise of Options, Shares Issued | shares							10,540
Common Stock Issued, Debt Settlement						14,900
Common Stock, Issued, Equiy Offering																				193,550
Common Stock, Issued, Debt Settlement		98,000
Common Stock, Price Per Share
Common Stock Issued, For Services																	0.001		0.001
Common Stock, Shares Issued for Acquisition of Subsidiary																		0.001
Common Stock Issued, Conversion of Debt															0.21
Common Stock Issued, Conversion of Debt				0.10									0.10
Exercise of Stock Options												0.05
Common Stock Issued, To Officers								0.001		0.001
Exercise of Options, Shares Issued | shares							0.05
Common Stock, Issued, Equiy Offering																				0.05
Common Stock, Issued, Debt Settlement		0.05
Common Stock, Shares, Value
Common Stock Issued, For Services	51,250		38,000		50,000				$ 270,000		315,000			125,000		190,000	16,000		6,750
Common Stock, Shares Issued for Acquisition of Subsidiary																		225,000
Common Stock Issued, Acquisition of Intangible Assets														625,000
Exercise of Stock Options												$ 57,000
Common Stock Issued, To Officers								750,000		2,000,000
Exercise of Options, Shares Issued | shares							10,584
Common Stock Issued, Debt Settlement						15,000
Common Stock, Cash Proceeds
Common Stock Issued, For Services														500		$ 1,000	$ 250		$ 250
Common Stock, Shares Issued for Acquisition of Subsidiary																		$ 5,000
Common Stock Issued, Acquisition of Intangible Assets														2,500
Common Stock, Issued, Equiy Offering																				197,500
Common Stock, Debt Conversion, Principal
Common Stock Issued, Conversion of Debt															250,000
Common Stock Issued, Conversion of Debt				$ 40,000									200,000
Common Stock, Issued, Debt Settlement		87,500
Common Stock, Debt Conversion, Interest
Common Stock Issued, Conversion of Debt															$ 7,954
Common Stock Issued, Conversion of Debt													$ 27,781
Common Stock, Issued, Debt Settlement		12,500
Deferred Compensation, Current Expense
Common Stock Issued, For Services	30,750		9,500								78,750			27,664
Common Stock Issued, To Officers										507,500
Deferred Compensation, Future Expense
Common Stock Issued, For Services	20,500		37,800		49,750						236,250			96,836
Common Stock Issued, To Officers										1,492,500
Deferred Compensation, Future Expense, Term (Months)
Common Stock Issued, For Services	$ 12		3		$ 12						$ 12			$ 35
Common Stock Issued, To Officers										24
Common Stock, Shares, Vested (Pct)
Common Stock Issued, For Services			$ 0.2500
Common Stock Issued, To Officers										0.2500

XML

Common Stock: Deferred Compensation (Details)	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Details
Deferred Compensation, Additions	$ 2,838,500	$ 0
Deferred Compensation, Current Expense	1,028,498	0
Deferred Compensation, Future Expense	$ 1,810,002	$ 0
Deferred Compensation, Future Expense, Term (Months)	33

XML

Warrants and Options: Outstanding (Details) - shares	Dec. 31, 2017	Dec. 31, 2016
Details
Warrants, Number of Shares	7,205,000	15,362,491
Stock Options, Number of Shares	20,675,000	11,135,000

XML

Warrants and Options: Warrants-Current Period Detail (Details)	Dec. 20, 2017 $ / shares	Dec. 15, 2017 $ / shares	Dec. 05, 2017 $ / shares	Oct. 23, 2017 $ / shares	Sep. 30, 2017 shares	Sep. 01, 2017 $ / shares	Aug. 09, 2017 $ / shares	Aug. 07, 2017 $ / shares	Jun. 17, 2017 shares	Jan. 23, 2017 $ / shares	Dec. 02, 2016 $ / shares	May 03, 2016 shares
Details
Warrants Expired | shares					726,785				14,535,706			484,125
Warrants Expired, Underlying Preferred Shares | shares					36,339				726,786			24,227
Warrants Granted, Underlying Preferred Shares										30,000	10,000
Warrants Granted	200,000	500,000	300,000	3,905,000		1,000,000	100,000	800,000		300,000	100,000
Warrants Granted, Exercise Period (Years)	3	3	3	3		5	3	3		2	2
Warrants Granted, Exercise Price	$ 0.15	$ 0.15	$ 0.15	$ 0.25		$ 0.15	$ 0.21	$ 0.10		$ 0.75	$ 0.75
Warrants Granted						250,000
Warrants Granted						250,000
Warrants Granted, Exercise Price						$ 0.25
Warrants Granted						250,000
Warrants Granted, Exercise Price						$ 0.35
Warrants Granted						250,000
Warrants Granted, Exercise Price						$ 0.60
Warrants Granted, Vest Period	12

XML

Warrants and Options: Schedule of Warrants Outstanding (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Warrants, Number of Shares	7,205,000	15,362,491
Warrants, Exercise Price X Number Of Shares	$ 1,972,250
Warrants, Weighted Average Exercise Price	$ 0.26
$0.10
Warrants, Number of Shares	250,000
Warrants, Remaining Life (Years)	4 years 7 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 25,000
Warrants, Weighted Average Exercise Price	$ 0.29
$0.15
Warrants, Number of Shares	300,000
Warrants, Remaining Life (Years)	2 years 10 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 45,000
Warrants, Weighted Average Exercise Price	$ 0.27
$0.15
Warrants, Number of Shares	700,000
Warrants, Remaining Life (Years)	3 years
Warrants, Exercise Price X Number Of Shares	$ 105,000
Warrants, Weighted Average Exercise Price	$ 0.26
$0.21
Warrants, Number of Shares	100,000
Warrants, Remaining Life (Years)	2 years 7 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 21,000
Warrants, Weighted Average Exercise Price	$ 0.31
$0.25
Warrants, Number of Shares	1,500,000
Warrants, Remaining Life (Years)	2 years 6 months 18 days
Warrants, Exercise Price X Number Of Shares	$ 375,000
Warrants, Weighted Average Exercise Price	$ 0.34
$0.25
Warrants, Number of Shares	2,300,000
Warrants, Remaining Life (Years)	2 years 7 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 575,000
Warrants, Weighted Average Exercise Price	$ 0.30
$0.25
Warrants, Number of Shares	680,000
Warrants, Remaining Life (Years)	2 years 9 months
Warrants, Exercise Price X Number Of Shares	$ 170,000
Warrants, Weighted Average Exercise Price	$ 0.29
$0.25
Warrants, Number of Shares	225,000
Warrants, Remaining Life (Years)	2 years 9 months 18 days
Warrants, Exercise Price X Number Of Shares	$ 56,250
Warrants, Weighted Average Exercise Price	$ 0.27
$0.25
Warrants, Number of Shares	250,000
Warrants, Remaining Life (Years)	4 years 7 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 62,500
Warrants, Weighted Average Exercise Price	$ 0.29
$0.35
Warrants, Number of Shares	250,000
Warrants, Remaining Life (Years)	4 years 7 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 87,500
Warrants, Weighted Average Exercise Price	$ 0.29
$0.60
Warrants, Number of Shares	250,000
Warrants, Remaining Life (Years)	4 years 7 months 24 days
Warrants, Exercise Price X Number Of Shares	$ 150,000
Warrants, Weighted Average Exercise Price	$ 0.31
$0.75
Warrants, Number of Shares	100,000
Warrants, Remaining Life (Years)	11 months 12 days
Warrants, Exercise Price X Number Of Shares	$ 75,000
Warrants, Weighted Average Exercise Price	$ 0.28
$0.75
Warrants, Number of Shares	300,000
Warrants, Remaining Life (Years)	1 year 1 month 24 days
Warrants, Exercise Price X Number Of Shares	$ 225,000
Warrants, Weighted Average Exercise Price	$ 0.29

XML

Warrants and Options: Warrant Rollforward (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Details
Warrants, Outstanding, Beginnning	16,473,401
Warrants, Outstanding, Beginning, Weighted Avg Exercise Price | $ / shares	$ 0.41
Warrants, Issued in Period	7,205,000
Warrants, Issued in Period, Weighted Avg Exercise Price | $ / shares	$ 0.26
Warrants, Expired/Cancelled in Period	(16,473,401)
Warrants, Expired/Cancelled in Period, Weighted Avg Exercise Price | $ / shares	$ 0.41
Warrants, Outstanding, Ending	7,205,000
Warrants, Outstanding, Ending, Weighted Avg Exercise Price | $	$ 0.26

XML

Warrants and Options: Current Grants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock Options Granted	13,730,000
Stock Options Granted, Exercise Price	$ 0.07
Stock Options Granted, Forfeitures	1,730,000
01/12/2016
Stock Options Granted		60,000
Stock Options Granted, Exercise Price		$ 0.05
Stock Options Granted, Life		5 years
Stock Options Granted, Vesting Period (Years)		3 years
Stock Options Granted, Value		$ 1,710
Stock Options Granted, Expected Term		5 years 9 months
Stock Options Granted, Expected Volatility		1.70%
Stock Options Granted, Risk Free Interest Rate		1.55%
Stock Options Granted, DIvidend Yield		0.00%
07/30/2016
Stock Options Granted		1,000,000
Stock Options Granted, Life		5 years
Stock Options Granted, Vesting Period (Years)		1 year
Stock Options Granted, Value		$ 23,880
Stock Options Granted, Expected Term		5 years 9 months
Stock Options Granted, Expected Volatility		1.70%
Stock Options Granted, Risk Free Interest Rate		1.03%
Stock Options Granted, DIvidend Yield		0.00%
Stock Options Granted, Level 1		250,000
Stock Options Granted, Level 2		250,000
Stock Options Granted, Level 3		250,000
Stock Options Granted, Level 4		250,000
Stock Options Granted, Level 1 Exercise Price		$ 0.10
Stock Options Granted, Level 2 Exercise Price		0.25
Stock Options Granted, Level 3 Exercise Price		0.35
Stock Options Granted, Level 4 Exercise Price		$ 0.60
08/30/2016
Stock Options Granted		100,000
Stock Options Granted, Exercise Price		$ 0.05
Stock Options Granted, Life		5 years
Stock Options Granted, Vesting Period (Years)		3 years
Stock Options Granted, Value		$ 5,970
Stock Options Granted, Expected Term		5 years 9 months
Stock Options Granted, Expected Volatility		1.69%
Stock Options Granted, Risk Free Interest Rate		1.18%
Stock Options Granted, DIvidend Yield		0.00%
09/20/2016
Stock Options Granted		1,000,000
Stock Options Granted, Exercise Price		$ 0.05
Stock Options Granted, Life		2 years
Stock Options Granted, Vesting Period (Years)		2 years
Stock Options Granted, Value		$ 40,200
Stock Options Granted, Expected Term		3 years 3 months
Stock Options Granted, Expected Volatility		1.81%
Stock Options Granted, Risk Free Interest Rate		1.19%
Stock Options Granted, DIvidend Yield		0.00%
04/26/2017
Stock Options Granted	1,000,000
Stock Options Granted, Exercise Price	$ 0.25
Stock Options Granted, Life	3 years
Stock Options Granted, Vesting Period (Years)	3 years
Stock Options Granted, Value	$ 220,900
Stock Options Granted, Expected Term	2 years 6 months
Stock Options Granted, Expected Volatility	1.97%
Stock Options Granted, Risk Free Interest Rate	1.46%
Stock Options Granted, DIvidend Yield	0.00%
04/30/2017
Stock Options Granted	1,980,000
Stock Options Granted, Exercise Price	$ 0.05
Stock Options Granted, Life	5 years
Stock Options Granted, Vesting Period (Years)	3 years
Stock Options Granted, Value	$ 472,030
Stock Options Granted, Expected Term	5 years 9 months
Stock Options Granted, Expected Volatility	1.97%
Stock Options Granted, Risk Free Interest Rate	1.84%
Stock Options Granted, DIvidend Yield	0.00%
Stock Options Granted, Forfeitures	840,000
Stock Options Granted, Forfeitures, Value	$ 200,260
07/07/2017
Stock Options Granted	5,000,000
Stock Options Granted, Exercise Price	$ 0.25
Stock Options Granted, Life	5 years
Stock Options Granted, Value	$ 915,500
Stock Options Granted, Expected Term	3 years 6 months
Stock Options Granted, Expected Volatility	1.88%
Stock Options Granted, Risk Free Interest Rate	1.95%
Stock Options Granted, DIvidend Yield	0.00%
Stock Options Granted, Immediate Vesting (Pct)	25.00%
07/10/2017
Stock Options Granted	90,000
Stock Options Granted, Exercise Price	$ 0.05
Stock Options Granted, Life	3 years
Stock Options Granted, Vesting Period (Years)	3 years
Stock Options Granted, Value	$ 24,230
Stock Options Granted, Expected Term	4 years 9 months
Stock Options Granted, Expected Volatility	2.47%
Stock Options Granted, Risk Free Interest Rate	1.81%
Stock Options Granted, DIvidend Yield	0.00%
08/01/2017
Stock Options Granted	1,000,000
Stock Options Granted, Exercise Price	$ 0.25
Stock Options Granted, Life	5 years
Stock Options Granted, Vesting Period (Years)	3 years
Stock Options Granted, Value	$ 229,400
Stock Options Granted, Expected Term	3 years 6 months
Stock Options Granted, Expected Volatility	1.84%
Stock Options Granted, Risk Free Interest Rate	1.80%
Stock Options Granted, DIvidend Yield	0.00%
09/20/2017
Stock Options Granted	2,500,000
Stock Options Granted, Vesting Period (Years)	4 years
Stock Options Granted, Value	$ 65,000
Stock Options Granted, Expected Term	3 years
Stock Options Granted, Expected Volatility	1.41%
Stock Options Granted, Risk Free Interest Rate	1.60%
Stock Options Granted, DIvidend Yield	0.00%
Stock Options Granted, Level 1	500,000
Stock Options Granted, Level 2	1,000,000
Stock Options Granted, Level 3	1,000,000
Stock Options Granted, Level 1 Exercise Price	$ 0.10
Stock Options Granted, Level 2 Exercise Price	0.15
Stock Options Granted, Level 3 Exercise Price	$ 0.25

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Warrants and Options: Options Outstanding (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Stock Options, Number of Shares | shares	20,675,000
Stock Options, Exercise Price x Number of Shares | $	$ 3,102,500
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.15
$0.05
Stock Options, Number of Shares | shares	3,250,000
Stock Options, Remaining Life (Years)	9 months
Stock Options, Exercise Price x Number of Shares | $	$ 162,500
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.08
$0.05
Stock Options, Number of Shares | shares	4,160,000
Stock Options, Remaining Life (Years)	2 years 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 208,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.09
$0.05
Stock Options, Number of Shares | shares	60,000
Stock Options, Remaining Life (Years)	3 years
Stock Options, Exercise Price x Number of Shares | $	$ 3,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.06
$0.05
Stock Options, Number of Shares | shares	100,000
Stock Options, Remaining Life (Years)	3 years 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 5,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.08
$0.05
Stock Options, Number of Shares | shares	1,140,000
Stock Options, Remaining Life (Years)	4 years 3 months
Stock Options, Exercise Price x Number of Shares | $	$ 57,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.09
$0.05
Stock Options, Number of Shares | shares	90,000
Stock Options, Remaining Life (Years)	4 years 6 months
Stock Options, Exercise Price x Number of Shares | $	$ 4,500
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.14
$0.10
Stock Options, Number of Shares | shares	250,000
Stock Options, Remaining Life (Years)	1 year 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 25,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.06
$0.10
Stock Options, Number of Shares | shares	500,000
Stock Options, Remaining Life (Years)	2 years 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 50,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.14
$0.10
Stock Options, Number of Shares | shares	1,375,000
Stock Options, Remaining Life (Years)	3 years
Stock Options, Exercise Price x Number of Shares | $	$ 137,500
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.10
$0.15
Stock Options, Number of Shares | shares	1,000,000
Stock Options, Remaining Life (Years)	2 years 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 150,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.14
$0.25
Stock Options, Number of Shares | shares	250,000
Stock Options, Remaining Life (Years)	1 year 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 62,500
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.06
$0.25
Stock Options, Number of Shares | shares	1,000,000
Stock Options, Remaining Life (Years)	2 years 3 months
Stock Options, Exercise Price x Number of Shares | $	$ 250,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.10
$0.25
Stock Options, Number of Shares | shares	1,000,000
Stock Options, Remaining Life (Years)	2 years 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 250,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.15
$0.25
Stock Options, Number of Shares | shares	6,000,000
Stock Options, Remaining Life (Years)	4 years 6 months
Stock Options, Exercise Price x Number of Shares | $	$ 1,500,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.14
$0.35
Stock Options, Number of Shares | shares	250,000
Stock Options, Remaining Life (Years)	1 year 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 87,500
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.07
$0.60
Stock Options, Number of Shares | shares	250,000
Stock Options, Remaining Life (Years)	1 year 9 months
Stock Options, Exercise Price x Number of Shares | $	$ 150,000
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.08

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Warrants and Options: Options Rollforward (Details)	12 Months Ended
	Dec. 31, 2017 $ / shares shares
Details
Stock Options, Beginning | shares	9,200,000
Stock Options, Beginning, Weighted Average Exercise Price | $ / shares	$ 0.14
Stock Options, Grants In Period | shares	13,730,000
Stock Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.07
Stock Options, Exercises | shares	(300,000)
Stock Options, Exercises in Period, Weighted Average Exercise Price | $ / shares	$ 0.09
Stock Options, Expirations/Forfeitures in Period | shares	(1,955,000)
Stock Options, Expirations/Forfeitures in Period, Weighted Average Exercise Price | $ / shares	$ 0.06
Stock Options, Ending | shares	20,675,000
Stock Options, Ending, Weighted Average Exercise Price | $ / shares	$ 0.15

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Warrants and Options: Summary (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Stock Options, Grants	11,570,000	2,160,000
Stock Options, Exercises	(300,000)
Stock Options, Expirations		(225,000)
Stock Options, Forfeitures	1,730,000

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Warrants and Options: Deferred Stock Option Compensation (Details)	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Details
Deferred Compensation, Total	$ 1,679,765	$ 65,040
Deferred Compensation, Current Period Expense	589,679	154,017
Deferred Compensation, Future Expense	$ 1,319,010	$ 232,909
Deferred Compensation, Future Expense, Term (Months)	33

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Business Acquisitions (Details) - Parallax Health Management, Inc. (formerly Qolpom, Inc.)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Business Acquisition, Effective Date of Acquisition	Aug. 31, 2016
Business Acquisition, Name of Acquired Entity	Qolpom, Inc.
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Business Acquisition, Consideration, Equity Issued, Common Shares	5,000,000
Business Acquisition, Consideration, Stock Options, Total	2,500,000
Business Acquisition, Consideration, Stock Options, Vesting Period (Years)	3
Business Acquisition, Consideration, Stock Options, Level 1	500,000
Business Acquisition, Consideration, Stock Options, Level 1, Exercise Price | $ / shares	$ 0.10
Business Acquisition, Consideration, Stock Options, Level 2	1,000,000
Business Acquisition, Consideration, Stock Options, Level 2, Exercise Price | $ / shares	$ 0.15
Business Acquisition, Consideration, Stock Options, Level 3	1,000,000
Business Acquisition, Consideration, Stock Options, Level 3, Exercise Price | $ / shares	$ 0.25
Business Acquisition, Consideration, Future Revenues, Level 1, Percentage	10.00%
Business Acquisition, Consideration, Future Revenues, Level 1, Revenue Limit | $	$ 1,000,000
Business Acquisition, Consideration, Future Revenues, Level 2, Percentage	7.00%
Business Acquisition, Consideration, Future Revenues, Level 2, Revenue Limit | $	$ 2,000,000
Business Acquisition, Consideration, Royalty, Percentage	3.00%
Business Acquisition, Transaction Costs | $	$ 10,000

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Business Acquisitions: Parallax Health Management, Inc. (formerly Qolpom) (Details)	12 Months Ended
	Dec. 31, 2016 USD ($)
Details
Cash	$ 5,000
Intellectual Property	160,000
Loans Receivable	87,008
Total Assets	252,008
Accounts Payable	7,068
License fees payable	540,000
Royalties payable	200,000
Total liabilities	747,068
Goodwill	785,060
Fair market value of assets acquired	$ 290,000

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Commitments and Contingencies: Royalty Payable-License Fee (Details) - Parallax Health Management, Inc.	12 Months Ended
	Dec. 31, 2017 USD ($)
Contractual Obligation, Revenue Share, Maximum Revenue	$ 2,000,000
Contractual Obligation, Royalty, Percentage	3.00%

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Commitments and Contingencies: Executive Agreement (Details) - Robert Arnot MD	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Executive Agreement, Date	Sep. 25, 2016
Executive Agreement, Compensation, Monthly | $	$ 10,000
Executive Agreement, Compensation, Stock Grant	250,000
Executive Agreement, Compensation, Stock Grant, Price Per Share | $ / shares	$ 0.001
Executive Agreement, Compensation, Stock Options	1,000,000
Executive Agreement, Compensation, Stock Options, Exercise Price | $ / shares	$ 0.05
Executive Agreement, Compensation, Stock Options, Vesting Immediate	250,000
Executive Agreement, Compensation, Stock Options, Vesting Period (Years)	2
Revenue Share Agreement, Term (Years)	3
Revenue Share Agreement, Level 1, Percentage	10.00%
Revenue Share Agreement, Level 1, Revenue Limit (Millions) per year | $	$ 125
Revenue Share Agreement, Level 2, Percentage, Over Level 1 Revenue	5.00%
Executive Agreement, Suspension Date	Nov. 14, 2017

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Leases (Details)	12 Months Ended
	Dec. 31, 2017 USD ($)
Future Minimum Payments, Base	$ 207,958
Future Minimum Payments, CAM	53,549
Future Minimum Payments, Total	261,508
Beverly Hills, CA
Office Lease, Rent Expense, Base, Annual	$ 92,880
Office Lease, Term (Years)	12 years
Office Lease, Renewal Term (Years)	12 years
Santa Monica, CA
Office Lease, Rent Expense, Base, Monthly	$ 5,600
2018
Future Minimum Payments, Base	207,958
Future Minimum Payments, CAM	53,549
Future Minimum Payments, Total	$ 261,508

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Leases: Rent Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Office Lease, Rent Expense, Base	$ 390,452	$ 434,726
Office Lease, Rent Expense, Common Area Maintenance Cost (CAM)	$ 58,442	$ 58,417

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Concentrations (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Product Line
Concentration Risk, Percentage	1.00%	8.00%
Concentration Risk, Amount	5,872	1,320,957
Cost of Goods, Product Line
Concentration Risk, Percentage	28.00%	78.00%
Concentration Risk, Amount	915,221	15,000,618
Sales Revenue, Segment
Concentration Risk, Percentage	69.00%	75.00%
Concentration Risk, Amount	1,639,876	9,101,422

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Income Taxes: Components of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ (13,873,906)	$ (13,160,859)
Statutory Rate (Fed & State(s))	30.00%	43.00%
Computed Expected Tax Payable (Recovery)	$ (4,254,200)	$ (5,638,200)
Rate Adjustment	2,503,600
Non-Deductible, Impairment Losses		1,720,900
Non-Deductible, Stock Option Amortization	738,100	66,000
Non-Deductible, Discount amortization	1,626,300	2,184,800
Non-Deductible, Penalties	58,100	51,500
Non-Deductible, Other	5,300	34,800
Non-Deductible, Total	2,427,800	4,058,000
Change in Valuation Allowance	(674,600)	1,601,200
Current Income Tax Expense (Benefit)	2,600	21,000
Reported Income Taxes, State	2,600	21,000
Reported Income Taxes, Total	$ 2,600	$ 21,000

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Income Taxes: Deferred Tax Asset (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Details
Deferred Tax Asset, Net Operating Losses	$ 6,675,700	$ 7,549,500
Deferred Tax Asset, Bad Debt Allowance	8,400	19,900
Deferred Tax Asset, Officers Accrued Compensation	259,400	44,300
Deferred Tax Asset, Related Party Interest	51,000	55,400
Deferred Tax Asset, Valuation Allowance	$ (6,994,500)	$ (7,669,100)

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Income Taxes: NOL Carryforwards By Year (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Loss Carryforwards	$ 23,857,500	$ 18,948,200
2008
Operating Loss Carryforwards	$ 400
NOL Expiration (Year)	2028
2009
Operating Loss Carryforwards	$ 132,100
NOL Expiration (Year)	2029
2010
Operating Loss Carryforwards	$ 41,600
NOL Expiration (Year)	2030
2011
Operating Loss Carryforwards	$ 659,100
NOL Expiration (Year)	2031
2012
Operating Loss Carryforwards	$ 552,200
NOL Expiration (Year)	2032
2013
Operating Loss Carryforwards	$ 492,600
NOL Expiration (Year)	2033
2014
Operating Loss Carryforwards	$ 1,113,200
NOL Expiration (Year)	2034
2015
Operating Loss Carryforwards	$ 3,706,800
NOL Expiration (Year)	2035
2016
Operating Loss Carryforwards	$ 12,250,200
NOL Expiration (Year)	2036
2017
Operating Loss Carryforwards	$ 4,909,300
NOL Expiration (Year)	2037

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Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Details
Operating Loss Carryforwards	$ 23,857,500	$ 18,948,200
Years Open to Examination, Beginning Year	2011

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Segment Reporting: Summary By Segment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Gross Revenue	$ 3,195,144	$ 22,749,087
Gross Profit	(31,103)	3,561,143
Operating Income (loss)	(7,118,479)	(3,146,891)
Deprecation and amortization	345,492	214,194
Interest Expense	(1,308,026)	918,249
Impairment Loss		4,016,924
Discount Amortization	(5,450,000)	5,100,000
Total Assets	3,340,475	2,623,991
Goodwill	785,060	785,060
Additions to Property and Equipment		94,099
Pharmacy Segment
Gross Revenue	3,100,207	22,701,221
Gross Profit	16,003	3,538,119
Operating Income (loss)	(2,566,517)	(1,323,163)
Deprecation and amortization	50,192	205,461
Interest Expense	(291,254)	226,738
Impairment Loss		4,016,924
Total Assets	253,863	1,649,393
Additions to Property and Equipment		94,099
Remote Care Segment
Gross Revenue	93,737	47,866
Gross Profit	(48,306)	23,024
Operating Income (loss)	(618,952)	(74,985)
Deprecation and amortization	8,902	3,698
Interest Expense	(9,626)
Discount Amortization	(350,000)
Total Assets	936,654	945,382
Goodwill	785,060	785,060
Behavioral Healthcare Segment
Gross Revenue	1,200
Gross Profit	1,200
Operating Income (loss)	(327,724)
Deprecation and amortization	284,734
Total Assets	2,137,766
Corporate Segment
Operating Income (loss)	(3,605,286)	(1,748,743)
Deprecation and amortization	1,664	5,035
Interest Expense	(1,007,146)	691,511
Discount Amortization	(5,100,000)	5,100,000
Total Assets	$ 12,192	$ 29,215

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Subsequent Events (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares
Common Stock Grant, Officers & Directors
Subsequent Event, Date	Jan. 11, 2018
Common Stock, Shares, Issued | shares	6,000,000
Common Stock, Shares, Issued, Price per Share	$ 0.001
CommonStockSharesIssuedCash	$ 6,000
Equity Financing
Subsequent Event, Date	Jan. 19, 2018
Equity Financing, Common Stock, Shares | shares	1,000,000
Equity FInancing, Common Stock, Price Per Share | $ / shares	$ 0.04
Equity FInancing, Common Stock, Cash Proceeds	$ 40,000
Equity FInancing, Common Stock, Paid In Capital	$ 39,000
Convertible Promissory Notes-10%
Subsequent Event, Date	Jan. 25, 2018
Convertible Promissory Notes, Principal (Aggregate)	5,000
Convertible Promissory Notes, Interest Rate	10.00%
Convertible Promissory Notes, Term (Years)	3
Convertible Promissory Notes, Conversion Rate | $ / shares	$ 0.10
Convertible Promissory Notes, Warrants (%)	50.00%
Convertible Promissory Notes, Warrants, Term	3
Convertible Promissory Notes, Warrants, Exercise Price | $ / shares	$ 0.25
Consulting Agreement
Subsequent Event, Date	Jan. 29, 2018
Consulting Agreement, Compensation, Stock Award | shares	250,000
Consulting Agreement, Compensation, Stock Award, Value	$ 67,500
Consulting Agreement, Compensation, Stock Award, Vest Pct, Immediate	25.00%
Consulting Agreement, Compensation, Stock Award, Value, Expensed	$ 16,875
Consulting Agreement, Compensation, Stock Award, Value, Deferred	$ 50,625
Consulting Agreement, Compensation, Stock Award, Amort Period (Months)	12
Consulting Agreement, Compensation, Stock Award, Paid in Capital	$ 67,250
Consulting Agreement, Compensation, Warrant, Shares | shares	250,000
Consulting Agreement, Compensation, Warrant, Price per Share | $ / shares	$ 0.25
Conversion of Debt
Subsequent Event, Date	Feb. 27, 2018
Convertible Note Payable, Principal	$ 45,000
Convertible Note Payable, Accrued Interest	$ 3,114
Common Stock, Shares, Issued | shares	481,129
Convertible Note Payable, Conversion Rate | $ / shares	$ 0.10
Convertible Note Payable, Paid in Capital	$ 47,633
Convertible Promissory Notes-4%-12%
Convertible Promissory Notes, Principal (Aggregate)	220,000
Convertible Promissory Notes, Shares, Issuable Upon Conversion | shares	440,000
Convertible Note Payable, Shares Issued, Value	$ 44,000
Common Stock, Shares, Issued, Value	$ 43,560
Convertible Promissory Notes-12%
Convertible Promissory Notes, Interest Rate	12.00%
Convertible Note Payable, Principal	$ 145,000
Convertible Promissory Notes. Term (Days)	90
Convertible Promissory Notes, Interest (Amount)	17,400
Convertible Promissory Notes, Maturity Date (Extended)	Jul. 15, 2018
Convertible Promissory Notes-4%
Convertible Promissory Notes, Interest Rate	4.00%
Convertible Note Payable, Principal	$ 75,000
Convertible Promissory Notes. Term (Days)	30
Convertible Promissory Notes, Interest (Amount)	3,000
Convertible Promissory Notes, Maturity Date (Extended)	Jul. 15, 2018
Common Stock Grant, Key Employee
Subsequent Event, Date	Apr. 05, 2018
Common Stock Grant, Shares | shares	1,000,000
Common Stock Grant, Price Per Share | $ / shares	$ 0.001
Common Stock Grant, Shares, Value	$ 200,000
Common Stock Grant, Cash Proceeds	1,000
Common Stock Grant, Paid In Capital	$ 199,000
Subordinate Secured Convertible Note-Modification
Promissory Note, Secured, Convertible, Amendment, Date	Apr. 26, 2018
Promissory Note, Secured, Convertible, Amendment, Principal	281,500
Promissory Note, Secured, Convertible, Amendment, Interest Rate	12.00%
Promissory Note, Secured, Convertible, Amendment, Maturity	Oct. 26, 2018
Promissory Note, Secured, Convertible, Amendment, Conversion Rate | $ / shares	$ 0.10
Promissory Note, Secured, Convertible, Amendment, Warrant, Term (Years)	3
Promissory Note, Secured, Convertible, Amendment, Warrant, Price Per Share (Amended) | $ / shares	$ 0.20
Promissory Note, Secured, Convertible, Amendment, Warrant, Price Per Share (Contingent) | $ / shares	$ 0.10
Subordinate Secured Convertible Note-Modification
Promissory Note, Secured, Convertible, Amendment, Date	May 08, 2018
Promissory Note, Secured, Convertible, Amendment, Principal	56,250
Promissory Note, Secured, Convertible, Amendment, Interest Rate	12.00%
Promissory Note, Secured, Convertible, Amendment, Maturity	Nov. 08, 2018
Promissory Note, Secured, Convertible, Amendment, Conversion Rate | $ / shares	$ 0.10
Promissory Note, Secured, Convertible, Amendment, Warrant, Term (Years)	3
Promissory Note, Secured, Convertible, Amendment, Warrant, Price Per Share (Amended) | $ / shares	$ 0.20
Promissory Note, Secured, Convertible, Amendment, Warrant, Price Per Share (Contingent) | $ / shares	$ 0.10
Convertible Promissory Notes-12%
Subsequent Event, Date	Jun. 18, 2018
Convertible Promissory Notes, Principal (Aggregate)	600,000
Convertible Promissory Notes, Interest Rate	12.00%
Convertible Promissory Notes, Maturity	Dec. 15, 2018
Convertible Promissory Notes, Conversion Rate | $ / shares	$ 0.10
Convertible Promissory Notes, Warrant, Term (Years)	3
Convertible Promissory Notes, Warrant, Price Per Share (Amended) | $ / shares	$ 0.20
Convertible Promissory Notes, Warrant, Price Per Share (Contingent) | $ / shares	$ 0.10
Unsecured Convertible Note-Modification
Subsequent Event, Date	Jul. 31, 2018
Promissory Note, Unsecured, Convertible, Amendment, Principal	$ 144,000
Promissory Note, Unsecured, Convertible, Amendment, Maturity (Extension)	Oct. 01, 2019
Promissory Note, Unsecured, Convertible, Amendment, Exercise Price-Original | $ / shares	$ 0.25
Promissory Note, Unsecured, Convertible, Amendment, Exercise Price-New | $ / shares	$ 0.10
Conversion of Debt
Subsequent Event, Date	Aug. 12, 2018
Common Stock, Shares, Issued | shares	110,000
Convertible Note Payable, Principal	$ 10,000
Convertible Note Payable, Conversion Rate | $ / shares	$ 0.10
Convertible Note Payable, Paid in Capital	$ 10,890
Convertible Note Payable, Interest	$ 1,000
Conversion of Debt
Subsequent Event, Date	Aug. 20, 2018
Common Stock, Shares, Issued | shares	1,650,000
Convertible Note Payable, Principal	$ 150,000
Convertible Note Payable, Conversion Rate | $ / shares	$ 0.10
Convertible Note Payable, Paid in Capital	$ 164,835
Convertible Note Payable, Interest	$ 15,000
Conversion of Debt
Subsequent Event, Date	Aug. 28, 2018
Common Stock, Shares, Issued | shares	220,000
Convertible Note Payable, Principal	$ 20,000
Convertible Note Payable, Conversion Rate | $ / shares	$ 0.10
Convertible Note Payable, Paid in Capital	$ 21,780
Convertible Note Payable, Interest	$ 2,000
Acquisition-Amendment
Subsequent Event, Date	Jul. 18, 2018
Agreement, Date	Aug. 31, 2016

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Subsequent Events: Business Combination, Change in Valuation (Details)	Dec. 31, 2017 USD ($)
Value, Net Effect	$ (270,000)
License Fee
Value, Originally Stated	2,000,000
Value, Revised	260,000
Value, Increase (Decrease)	(1,740,000)
License Fee, Discount
Value, Originally Stated	(1,460,000)
Value, Increase (Decrease)	1,460,000
Noncompete Agreements
Value, Originally Stated	40,000
Value, Revised	30,000
Value, Increase (Decrease)	$ (10,000)